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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934)
----------------
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(NAME OF ISSUER AND PERSON FILING STATEMENT)
- ---------------------------------------------------------------
TITLE CUSIP
$5 Cumulative Preferred Stock (no par value) 209111 70 7
Cumulative Preferred Stock ($100 par value)
- 5 3/4% Series A 209111 2* 3
- 5 1/4% Series B 209111 88 9
- 4.65 % Series C 209111 30 1
- 4.65 % Series D 209111 40 0
- 7.20 % Series I 209111 87 1
- 6 1/8% Series J 209111 86 3
- ---------------------------------------------------------------
(TITLE OF EACH CLASS OF SECURITIES)
(CUSIP NUMBER OF EACH CLASS OF SECURITIES)
RAYMOND J. MCCANN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
4 IRVING PLACE
NEW YORK, NEW YORK 10003
(212) 460-4407
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING
STATEMENT)
JANUARY 29, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY
HOLDERS)
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<PAGE>
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$478,285,488 $95,657.10
* Solely for purposes of calculating the filing fee and computed
pursuant to Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction
value equals the total amount of funds, excluding fees and other
expenses, required to purchase all outstanding shares of each
class of securities listed above pursuant to the Offer described
in the Offer to Purchase filed as an Exhibit hereto.
/__/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING
FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY
REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE
DATE OF ITS FILING.
Amount Previously Paid: __________
Form or Registration No.: __________
Filing Party: ______________________
Date Filed: ________________________
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ITEM 1. SECURITY AND ISSUER.
(a) Incorporated herein by reference to the information appearing
under the caption "Certain Information Concerning Con Edison" in
the Offer to Purchase, dated January 29, 1996, filed as Exhibit
99.(a)(1) to this Issuer Tender Offer Statement on Schedule 13E-4
(the "Offer to Purchase").
(b) Incorporated herein by reference to the information appearing
on the front cover of the Offer to Purchase, and to the
information appearing under the captions "Introduction," "Terms
of the Offer--Number of Shares, Purchase Price, Expiration Date;
Receipt of Dividend" and "Transactions and Agreements Concerning
the Shares" in the Offer to Purchase.
(c) Incorporated herein by reference to the information appearing
under the caption "Price Range of Shares; Dividends" in the Offer
to Purchase.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Incorporated herein by reference to the information appearing
under the caption "Source and Amount of Funds" in the Offer to
Purchase.
(b) Incorporated herein by reference to the information appearing
under the caption "Source and Amount of Funds" in the Offer to
Purchase.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
Incorporated herein by reference to the information appearing
under the caption "Purpose of the Offer; Certain Effects of the
Offer" in the Offer to Purchase.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Incorporated herein by reference to the information appearing
under the caption "Transactions and Agreements Concerning the
Shares" in the Offer to Purchase.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
Incorporated herein by reference to the information appearing
under the captions "Transactions and Agreements Concerning the
Shares" and "Fees and Expenses" in the Offer to Purchase.
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ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Incorporated herein by reference to the information appearing
under the caption "Fees and Expenses" in the Offer to Purchase.
ITEM 7. FINANCIAL INFORMATION.
(a) Incorporated herein by reference to the financial statements
included in the Annual Report on Form 10-K for the year ended
December 31, 1994 of Consolidated Edison Company of New York,
Inc. ("Con Edison") and the Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1995 of Con Edison, and to
the information appearing under the caption "Summary -- Selected
Financial Information" in the Offer to Purchase.
(b) Incorporated herein by reference to the information appearing
under the caption "Summary -- Capitalization" in the Offer to
Purchase.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Incorporated herein by reference to the information appearing
under the caption "Source and Amount of Funds" in the Offer to
Purchase.
(c) Not applicable.
(d) Not applicable.
(e) See Exhibits 99.(a)(1) and 99.(a)(2).
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.(a)(1) Offer to Purchase, dated January 29, 1996.
99.(a)(2) Letters of Transmittal for each series of
securities.
99.(a)(3) Notice of Guaranteed Delivery of Shares.
99.(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
99.(a)(5) Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and other
Nominees.
99.(a)(6) Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number
on Substitute Form W-9.
99.(a)(7) Summary Advertisement of Con Edison.
99.(a)(8) Letter to Shareholders, dated January 29, 1996.
99.(a)(9) Press Release, dated January 26, 1996.
99.(b)(1) Indenture between Con Edison and The Chase Manhattan
Bank (National Association) ("Chase"), as Trustee,
(the "Indenture"). (Incorporated by reference to
Exhibit 4(h) to Con Edison's Annual Report on Form
10-K for the year ended December 31, 1990--
Commission File No. 1-1217.)
99.(b)(2) Form of First Supplemental Indenture to the
Indenture. (Incorporated by reference to Exhibit 4.2
to Registration Statement on Form S-3
(No. 33-64657).)
99.(c) Not applicable.
99.(d) Tax Opinion of Dewey Ballantine.
99.(e) Not applicable.
99.(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: January 26, 1996 Consolidated Edison Company of
New York, Inc.
By: RAYMOND J. MCCANN
Raymond J. McCann
Executive Vice President and
Chief Financial Officer
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<PAGE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
- ---------------------------------------------------------------
- ---------------------------------------------------------------
TITLE OF SERIES OF PREFERRED OUTSTANDING PURCHASE PRICE
SHARES (per share)
$5 Cumulative Preferred Stock 1,915,319 $77.55
(no par value)
Cumulative Preferred Stock
($100 par value)
- 5 3/4% Series A 600,000 $91.30
- 5 1/4% Series B 750,000 $83.60
- 4.65 % Series C 600,000 $80.65
- 4.65 % Series D 750,000 $80.65
- 7.20 % Series I 500,000 $105.04
- 6 1/8% Series J 500,000 $101.75
- ---------------------------------------------------------------
- ---------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE
OFFER IS EXTENDED.
Consolidated Edison Company of New York, Inc., a New York
corporation ("Con Edison"), invites the holders of each series of
Con Edison preferred stock listed above (each a "Series of
Preferred") to tender any and all of their shares of a Series of
Preferred ("Shares") for purchase at the purchase price per share
listed above for the Shares tendered, net to the seller in cash,
upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the Letter of Transmittal for the Series
of Preferred tendered. As to each Series of Preferred, this
Offer to Purchase, together with the applicable Letter of
Transmittal, constitutes the "Offer." Con Edison will purchase
all Shares validly tendered and not withdrawn, upon the terms and
subject to the conditions of the Offer. See "Terms of the Offer
- -- Extension; Termination; Amendments, and -- Certain Conditions
of the Offer."
THE OFFER FOR A SERIES OF PREFERRED IS INDEPENDENT OF THE
OFFER FOR ANY OTHER SERIES OF PREFERRED.
<PAGE>
IMPORTANT
Any shareholder desiring to tender all or any portion of his
or her Shares should either (1) complete and sign the applicable
Letter of Transmittal or a facsimile thereof in accordance with
the instructions in the Letter of Transmittal, mail or deliver it
and any other required documents to the Depositary, and either
deliver the certificates for Shares to the Depositary along with
the Letter of Transmittal or deliver such Shares pursuant to the
procedure for book-entry transfer set forth in "Terms of the
Offer--Procedure for Tendering Shares" herein or (2) request his
or her broker, dealer, commercial bank, trust company or nominee
to effect the transaction for him or her. A shareholder whose
Shares are registered in the name of a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to
tender such Shares. Any shareholder who desires to tender Shares
and whose certificates for such Shares are not immediately
available, or who cannot comply in a timely manner with the
procedure for book-entry transfer, should tender such Shares by
following the procedures for guaranteed delivery set forth in
"Terms of the Offer--Procedure for Tendering Shares" herein.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR
SERIES OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER
SHARES OF SUCH SERIES.
Con Edison will, as provided in Instruction 10 of the Letter
of Transmittal, pay to any Soliciting Dealer a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer.
NEITHER CON EDISON, ITS BOARD OF TRUSTEES NOR ANY OF ITS
OFFICERS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO
WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER.
Con Edison's $5 Cumulative Preferred Stock (no par value)
(the "$5 Preferred") and Cumulative Preferred Stock ($100 par
value), 4.65 % Series C (the "Series C Preferred") are listed
and traded on the New York Stock Exchange. There is no
established trading market for any of the other Series of
Preferred. As of the close of business on January 26, 1996, (the
last trading day prior to the commencement of the Offer), the
last reported sale price on the New York Stock Exchange was
$71 1/8 for the $5 Preferred (on January 26, 1996) and $67 for
the Series C Preferred (on January 22, 1996). Shareholders are
urged to obtain a current market quotation, if available, for
their Shares.
Questions or requests for assistance or for additional
copies of this Offer to Purchase, the Letter of Transmittal for a
Series of Preferred or other tender offer materials may be
directed to the Information Agent or the Dealer Managers at their
respective addresses and telephone numbers set forth on the back
cover of this Offer to Purchase.
_______________
The Dealer Managers for the Offer are:
LEHMAN BROTHERS SMITH BARNEY INC.
_______________
The date of this Offer to Purchase is January 29, 1996.
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON
BEHALF OF CON EDISON AS TO WHETHER SHAREHOLDERS SHOULD TENDER
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE
RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CON EDISON.
TABLE OF CONTENTS
PAGE
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SUMMARY 3
INTRODUCTION 6
TERMS OF THE OFFER 7
Number of Shares; Purchase Price; Expiration
Date; Receipt of Dividend 7
Procedure for Tendering Shares 7
Withdrawal Rights 9
Acceptance for Payment of Shares and Payment of
Purchase Price 10
Certain Conditions of the Offer 10
Extension; Termination; Amendments 12
PRICE RANGE OF SHARES; DIVIDENDS 13
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER 13
SOURCE AND AMOUNT OF FUNDS 15
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES 15
CERTAIN FEDERAL INCOME TAX CONSEQUENCES 15
FEES AND EXPENSES 18
CERTAIN INFORMATION CONCERNING CON EDISON 19
ADDITIONAL INFORMATION 19
MISCELLANEOUS 19
2
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<PAGE>
SUMMARY
This general summary is provided solely for the convenience
of holders of Shares and is qualified in its entirety by
reference to the full text and more specific details contained in
this Offer to Purchase and the applicable Letter of Transmittal
and any amendments hereto and thereto.
Con Edison.............. Consolidated Edison Company
of New York, Inc.
The Shares............... Shares of the Series of Preferred
listed on the front cover of this
Offer to Purchase.
Number of Shares Sought.. Any and all of each Series of
Preferred.
Purchase Price........... The purchase price per share
listed on the front cover of this
Offer to Purchase which is
applicable to the Shares tendered,
net to the seller in cash.
See "Price Range of Shares;
Dividends."
Expiration Date.......... Tuesday, February 27, 1996 at 5:00
P.M., New York City time, unless
extended.
How to Tender Shares..... See "Terms of the Offer -- Procedure
for Tendering Shares." For further
information, call the Information
Agent or the Dealer Managers or
consult your broker for assistance.
Withdrawal Rights........ Tendered Shares of any Series of
Preferred may be withdrawn at any
time until the Expiration Date of
the Offer with respect to such
Series of Preferred and, unless
accepted for payment prior thereto,
may be withdrawn after Monday,
March 25, 1996. See "Terms of the
Offer -- Withdrawal Rights."
Purpose of Offer......... Con Edison is making the Offer
because it believes that it would be
economically attractive to Con
Edison to purchase the Shares.
In addition, the Offer provides
shareholders an opportunity
to sell their Shares without the
usual transaction costs associated
with a market sale. See "Purpose of
the Offer; Certain Effects of the
Offer."
Market Price of Shares... The last reported sale price on the
New York Stock Exchange for each of
the $5 Preferred and the Series C
Preferred is shown on the front
cover of this Offer to Purchase.
There is no established trading
market for the other Series of
Preferred. See "Price Range of
Shares; Dividends."
Dividends................ Con Edison has declared the regular
quarterly dividend for each Series of
Preferred to be paid on February 1,
1996 to holders of record as of
the close of business on January 10,
1996 (the "February 1996 Dividend").
A tender of Shares pursuant to the
Offer will not deprive a shareholder
of his or her right to receive the
February 1996 Dividend regardless of
when such tender is made. Holders of
Shares tendered into and purchased
pursuant to the Offer will not be
entitled to any dividends in respect
of any later dividend periods (or any
portion thereof). The Company expects
to pay the next regular quarterly
dividend for each Series of Preferred
on May 1, 1996 to holders of record
as of the close of business on a date
determined by Con Edison's Board of
Trustees. See "Price Range of Shares;
Dividends."
3
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<PAGE>
Brokerage Commissions.... Not payable by shareholders.
Con Edison will pay the solicitation
fee described on the front cover of
this Offer to Purchase to the broker,
dealer, commercial bank or trust
company, if any, designated by the
holder tendering Shares.
Stock Transfer Tax....... None, except as provided in
Instruction 6 of the Letter of
Transmittal.
Payment Date............. As soon as practicable after the
Expiration Date of the Offer. See
"Terms of the Offer -- Extension;
Termination; Amendments, and --
Certain Conditions of the Offer".
Further Information...... Additional copies of this Offer to
Purchase and the Letters of
Transmittal may be obtained from
D.F. King & Co., Inc., 77 Water
Street, New York, New York 10005,
telephone 800-549-6650 (toll free)
or 212-269-5550 (collect). Questions
about the Offer should be directed
to Lehman Brothers at 800-438-3242
or to Smith Barney Inc. at
800-655-4811.
4
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SELECTED FINANCIAL INFORMATION
<TABLE>
============================================================================================================
Twelve Months Ended Year Ended December 31,
(Dollars in Millions) September 30, 1995 1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 6,469.8 $ 6,373.1 $ 6,265.4 $ 5,932.9 $ 5,873.1 $ 5,738.9
Fuel 500.0 567.8 605.2 710.3 879.4 997.6
Purchased power 1,050.9 787.5 812.6 606.8 561.2 437.4
Gas purchased for resale 246.6 341.2 289.7 245.2 223.4 254.2
Operating income 1,043.5 1,036.2 951.1 880.4 813.1 800.8
Net income for common stock 693.0 698.7 622.9 567.7 530.1 534.4
Total assets 14,030.2 13,728.4 13,257.4 11,596.1 11,107.9 10,685.6
Long-term obligations
Long-term debt 4,020.3 4,030.5 3,643.9 3,493.6 3,364.8 3,312.7
Capitalized leases 45.9 47.8 50.4 52.9 55.5 58.0
Preferred stock subject to
mandatory redemption 100.0 100.0 100.0 100.0 41.3 43.5
Common shareholders' equity 5,538.2 5,313.0 5,068.5 4,886.9 4,608.3 4,502.1
Earnings per common share $2.95 $2.98 $2.66 $2.46 $2.32 $2.34
Average common shares
outstanding (millions) 234.9 234.8 234.0 231.1 228.3 228.2
Ratio of earnings to fixed charges 4.32 4.58 4.19 3.93 3.73 4.07
</TABLE>
CAPITALIZATION
As of September 30, 1995 (Unaudited)
Actual Ratio Adjusted(a) Ratio
(Dollars in Millions)
Long-term Debt $ 4,020.2 39.4% $4,255.2 41.9%
Preferred Stock 640.0 6.3 365.0 3.6
Common Equity 5,538.2 54.3 5,538.2 54.5
Total Capitalization $10,198.4 100.0% $10,158.4 100.0%
____________________
(a) Adjusted to reflect the assumed purchase pursuant to the
Offer of $275 million of Con Edison preferred stock and the
assumed issuance of $235 million aggregate principal amount of
subordinated debentures to fund the purchase. See "Source and
Amount of Funds." The State of New York Public Service
Commission has conditioned its approval of this refunding
transaction on Con Edison taking certain actions to offset the
increase to common equity that would otherwise result from the
refunding. See "Terms of the Offer -- Certain Conditions of the
Offer."
<PAGE>
RECENT DEVELOPMENTS
On January 23, 1996, Con Edison announced unaudited net
income for common stock in 1995 of $688.3 million compared with
$698.7 million in 1994. For the quarter ended December 31, 1995,
unaudited net income for common stock was $104.2 million compared
with $109.0 million in the corresponding 1994 period.
5
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INTRODUCTION
Con Edison invites the holders of the Series of Preferred
listed on the front cover of this Offer to Purchase to tender any
and all of their Shares for purchase at the purchase price per
share listed on the front cover of this Offer to Purchase which
is applicable to the Shares tendered, net to the seller in cash,
upon the terms and subject to the conditions set forth herein and
in the Letter of Transmittal for the Series of Preferred
tendered. As to each Series of Preferred, this Offer to
Purchase, together with the applicable Letter of Transmittal,
constitutes the "Offer." See "Terms of the Offer -- Extension;
Termination; Amendments, and -- Certain Conditions of the Offer."
THE OFFER FOR SHARES OF A SERIES OF PREFERRED IS INDEPENDENT
OF THE OFFER FOR SHARES OF ANY OTHER SERIES OF PREFERRED.
NEITHER CON EDISON, ITS BOARD OF TRUSTEES NOR ANY OF ITS
OFFICERS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO
WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR
SERIES OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER
SHARES OF SUCH SERIES.
The $5 Preferred and the Series C Preferred are listed and
traded on the New York Stock Exchange under the symbols "EDPrA"
and "EDPrC," respectively. There is no established trading market
for any of the other Series of Preferred. The last reported sale
price on the New York Stock Exchange, as of the close of business
on January 26, 1996, for each of the $5 Preferred and the Series
C Preferred is shown on the front cover of this Offer to
Purchase. Shareholders are urged to obtain a current market
quotation, if available, for their Shares.
The February 1996 Dividend for each Series of Preferred has
been declared and is to be paid on February 1, 1996 to holders of
record as of the close of business on January 10, 1996. A tender
of Shares pursuant to the Offer will not deprive any shareholder
of his or her right to receive the February 1996 Dividend,
regardless of when such tender is made. Holders of Shares
tendered into and purchased pursuant to the Offer will not be
entitled to any dividends in respect of any later dividend
periods (or any portion thereof). See "Price Range of Shares;
Dividends."
Tendering shareholders will not be obligated to pay
brokerage commissions, solicitation fees or, subject to the
Instructions to the Letter of Transmittal, stock transfer taxes
on the purchase of Shares by Con Edison. Con Edison will pay all
charges and expenses of Lehman Brothers and Smith Barney Inc.
(the "Dealer Managers"), The Chase Manhattan Bank, N.A. (the
"Depositary") and D.F. King & Co., Inc. (the "Information Agent")
incurred in connection with the Offer. In addition, Con Edison
will pay to the Soliciting Dealer, if any, designated by the
holder tendering Shares, the solicitation fee described on the
front cover of this Offer to Purchase. See "Fees and Expenses."
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE
AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER
OF TRANSMITTAL MAY BE SUBJECT TO A REQUIRED FEDERAL INCOME TAX
BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH
SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See "Terms of
the Offer--Procedure for Tendering Shares" and "Certain Federal
Income Tax Consequences."
Shareholders are not under any obligation to tender Shares
pursuant to the Offer. The Offer does not constitute notice of
redemption of any Series of Preferred pursuant to Con Edison's
Restated Certificate of Incorporation, nor does Con Edison intend
to effect any such redemption by making the Offer. The Offer
does not constitute a waiver by Con Edison of any option it has
to redeem Shares. See "Purpose of the Offer; Certain Effects of
the Offer."
6
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<PAGE>
Copies of this Offer to Purchase and an applicable Letter of
Transmittal are being mailed to record holders of Shares and will
be furnished to brokers, banks and similar persons whose names,
or the names of whose nominees, appear on Con Edison's
shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of the Shares.
TERMS OF THE OFFER
NUMBER OF SHARES; PURCHASE PRICE; EXPIRATION DATE; RECEIPT OF
DIVIDEND
Upon the terms and subject to the conditions described
herein and in the applicable Letter of Transmittal, Con Edison
will purchase any and all Shares that are validly tendered on or
prior to the applicable Expiration Date (and not properly
withdrawn in accordance with "Terms of the Offer--Withdrawal
Rights") at the purchase price per share listed on the front
cover of this Offer to Purchase which is applicable to the Shares
tendered, net to the seller in cash. See "Terms of the Offer --
Extension; Termination; Amendments, and -- Certain Conditions of
the Offer."
The later of 5:00 P.M., New York City time, on February 27,
1996, or the latest time and date to which the Offer is extended
with respect to any Series of Preferred, is referred to herein as
the "Expiration Date." There can be no assurance that Con Edison
will exercise its right to extend the Offer with respect to any
Series of Preferred.
The Offer for a Series of Preferred is independent of the
Offer for any other Series of Preferred.
The February 1996 Dividend for each Series of Preferred has
been declared and is to be paid on February 1, 1996 to holders of
record as of the close of business on January 10, 1996. A tender
of Shares pursuant to the Offer will not deprive any shareholder
of his or her right to receive the February 1996 Dividend,
regardless of when such tender is made. Holders of Shares
tendered into and purchased pursuant to the Offer will not be
entitled to any dividends in respect of any later dividend
periods (or any portion thereof).
No alternative, conditional or contingent tenders will be
accepted.
PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, the
tendering holder of Shares must either:
(a) send to the Depositary (at one of its addresses set
forth on the back cover of this Offer to Purchase) a properly
completed and duly executed Letter of Transmittal for the Series
of Preferred tendered or facsimile thereof, together with any
required signature guarantees and any other documents required by
the Letter of Transmittal, and either (i) cause certificates for
the Shares to be tendered to be received by the Depositary, at
one of such addresses or (ii) cause such Shares to be delivered
pursuant to the procedures for book-entry transfer described
below (and a confirmation of such delivery received by the
Depositary), in each case on or prior to the applicable
Expiration Date; or
(b) comply with the guaranteed delivery procedure described
under "Guaranteed Delivery Procedure" below.
The Depositary will establish an account with respect to
each Series of Preferred at The Depository Trust Company, Midwest
Securities Trust Company and Philadelphia Depositary Trust
Company (collectively referred to as the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days
after the date of this Offer to Purchase, and any financial
institution that is a participant in the system of any Book-Entry
Transfer Facility may make delivery of Shares by causing such
Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such
Book-Entry Transfer Facility. Although delivery of Shares may be
effected through book-entry transfer, a properly completed and
duly executed Letter of Transmittal for the Series of Preferred
tendered or facsimile thereof, together with any required
signature guarantees and any other required documents, must, in
any case, be received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase on or prior
to the applicable Expiration Date, or the tendering holder of
Shares must comply with the guaranteed delivery procedure
described below.
7
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<PAGE>
DELIVERY OF THE APPLICABLE LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Except as otherwise provided below, all signatures on a
Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the
National Association of Securities Dealers, Inc., or by a
commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution").
Signatures on a Letter of Transmittal need not be guaranteed if
(a) the Letter of Transmittal is signed by the registered holder
of the Shares tendered therewith and such holder has not
completed the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" on the Letter of
Transmittal or (b) such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 5 of the Letter of
Transmittal.
Guaranteed Delivery Procedure. If a shareholder desires to
tender Shares pursuant to the Offer and cannot deliver
certificates for such Shares and all other required documents to
the Depositary on or prior to the applicable Expiration Date, or
the procedure for book-entry transfer cannot be complied with in
a timely manner, such Shares may nevertheless be tendered if all
of the following conditions are met:
(i) such tender is made by or through an Eligible
Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery in the form provided by Con Edison
(with any required signature guarantees) is
received by the Depositary as provided below on or
prior to the applicable Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of
a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer
Facilities), together with a properly completed and
duly executed Letter of Transmittal for the Series of
Preferred to be tendered (or facsimile thereof) and any
other documents required by the Letter of Transmittal,
are received by the Depositary no later than 5:00 p.m.,
New York City time, on the third New York Stock
Exchange trading day after the date of execution of the
Notice of Guaranteed Delivery.
<PAGE>
The Notice of Guaranteed Delivery may be delivered by hand
or transmitted by facsimile transmittal or mail to the Depositary
and must include a guarantee by an Eligible Institution in the
form set forth in such Notice.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH
SHAREHOLDER MUST NOTIFY THE DEPOSITARY OF SUCH SHAREHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER
INFORMATION BY PROPERLY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN SHAREHOLDERS MUST
SUBMIT A PROPERLY COMPLETED FORM W-8 IN ORDER TO AVOID THE
APPLICABLE BACKUP WITHHOLDING; PROVIDED, HOWEVER, THAT BACKUP
WITHHOLDING WILL NOT APPLY TO FOREIGN SHAREHOLDERS SUBJECT TO 30%
(OR LOWER TREATY RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED
PURSUANT TO THE OFFER (AS DISCUSSED UNDER "CERTAIN FEDERAL INCOME
TAX CONSEQUENCES").
EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX
ADVISOR.
8
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<PAGE>
All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by Con Edison,
in its sole discretion, and its determination shall be final and
binding. Con Edison reserves the absolute right to reject any or
all tenders of Shares that (i) it determines are not in proper
form or (ii) the acceptance for payment of or payment for which
may, in the opinion of Con Edison's counsel, be unlawful. Con
Edison also reserves the absolute right to waive any defect or
irregularity in any tender of Shares. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person will be under any duty to give notice of any defect
or irregularity in tenders, nor shall any of them incur any
liability for failure to give any such notice.
Con Edison will, as provided in Instruction 10 of the Letter
of Transmittal, pay the solicitation fee described on the front
cover of this Offer to Purchase for any Shares tendered and
accepted for payment and paid for pursuant to the Offer, covered
by a Letter of Transmittal which designates, as having solicited
and obtained the tender, the name of (i) any broker or dealer in
securities, including the Dealer Managers in their capacity as a
broker or dealer, who is a member of any national securities
exchange or of the National Association of Securities Dealers,
Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible
for membership in the NASD which agrees to conform to the NASD's
Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or
(iii) any bank or trust company (each of which is referred to
herein as a "Soliciting Dealer"). No such fee shall be payable to
a Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be an agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for the
purposes of the Offer.
WITHDRAWAL RIGHTS
Tenders of Shares of a Series of Preferred made pursuant to
the Offer may be withdrawn at any time prior to the Expiration
Date with respect to such Series of Preferred. Thereafter, such
tenders are irrevocable, except that they may be withdrawn after
Monday, March 25, 1996 unless theretofore accepted for payment as
provided in this Offer to Purchase. If, with respect to any
Series of Preferred, Con Edison extends the period of time during
which the Offer is open, is delayed in accepting for payment or
paying for Shares of that Series of Preferred or is unable to
accept for payment or pay for Shares of that Series of Preferred
pursuant to the Offer for any reason, then, without prejudice to
Con Edison's rights under the Offer, the Depositary may, on
behalf of Con Edison, retain all Shares of that Series of
Preferred tendered, and such Shares may not be withdrawn except
as otherwise provided in this "Terms of the Offer--Withdrawal
Rights," subject to Rule 13e-4(f)(5) under the Securities
Exchange Act of 1934 (the "Exchange Act"), which provides that
the issuer "making the tender offer shall either pay the
consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of the tender
offer".
To be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of
its addresses or facsimile numbers set forth on the back cover of
this Offer to Purchase and must specify the name of the person
who tendered the Shares to be withdrawn and the number of Shares
of each Series of Preferred to be withdrawn. If the Shares to be
withdrawn have been delivered to the Depositary, a signed notice
of withdrawal with signatures guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible
Institution) must be submitted prior to the release of such
Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering
shareholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and
number of the account at one of the Book-Entry Transfer
Facilities to be credited with the withdrawn Shares and the name
of the registered holder (if different from the name of such
account). Withdrawals may not be rescinded, and Shares withdrawn
will thereafter be deemed not validly tendered for purposes of
the Offer. However, withdrawn Shares may be retendered by again
following one of the procedures described in "Terms of the Offer-
- -Procedure for Tendering Shares" at any time prior to the
applicable Expiration Date.
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<PAGE>
All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by Con
Edison in its sole discretion, and its determination shall be
final and binding. None of Con Edison, the Dealer Managers, the
Depositary, the Information Agent or any other person will be
under any duty to give notification of any defect or irregularity
in any notice of withdrawal or incur any liability for failure to
give any such notification.
ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer
and as promptly as practicable after the Expiration Date with
respect to a Series of Preferred, Con Edison will accept for
payment and pay for Shares of that Series of Preferred validly
tendered. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividends, -- Extension;
Termination; Amendments, and -- Certain Conditions of the Offer"
and "Source and Amount of Funds." Thereafter, payment for all
Shares of that Series of Preferred validly tendered on or prior
to the applicable Expiration Date and accepted for payment
pursuant to the Offer will be made by the Depositary by check as
promptly as practicable. In all cases, payment for Shares
accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of certificates for Shares
(or of a confirmation of a book-entry transfer of such Shares
into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of
Transmittal for the Series of Preferred tendered or facsimile
thereof, and any other required documents.
For purposes of the Offer, Con Edison will be deemed to have
accepted for payment (and thereby purchased) Shares that are
validly tendered prior to the applicable Expiration Date and not
withdrawn as, if and when it gives oral or written notice to the
Depositary of its acceptance for payment of such Shares. Con
Edison will pay for Shares that it has purchased pursuant to the
Offer by depositing the purchase price therefor with the
Depositary. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from Con Edison
and transmitting payment to tendering shareholders. Under no
circumstances will interest be paid on amounts to be paid to
tendering shareholders, regardless of any delay in making such
payment.
Certificates for all Shares not purchased will be returned
(or, in the case of Shares tendered by book-entry transfer, such
Shares will be credited to an account maintained with a Book-
Entry Transfer Facility) as promptly as practicable, without
expense to the tendering shareholder.
<PAGE>
Payment for Shares may be delayed in the event of difficulty
in determining the number of Shares properly tendered. In
addition, if certain events occur, Con Edison may not be
obligated to purchase Shares pursuant to the Offer. See "Terms of
the Offer--Certain Conditions of the Offer."
Con Edison will pay or cause to be paid any stock transfer
taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or Shares not tendered or not
purchased are to be registered in the name of, any person other
than the registered holder, or if tendered Shares are registered
in the name of any person other than the person signing the
Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder, such other person or
otherwise) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes, or exemption therefrom, is
submitted. See Instruction 6 to the Letter of Transmittal.
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, Con Edison
will not be required to accept for payment or pay for any Shares
of a Series of Preferred tendered, and may terminate or amend the
Offer with respect thereto, and may postpone (subject to the
requirements of the Exchange Act for prompt payment for or return
of Shares) the acceptance for payment of or payment for Shares of
a Series of Preferred tendered, if any of the following shall
have occurred at any time after the date of this Offer to
Purchase and before payment for any Shares of a
10
<PAGE>
<PAGE>
Series of Preferred (whether or not such occurrence shall be
continuing at the time of such termination, amendment or
postponement):
(a) any action or proceeding shall have been threatened,
instituted, pending or taken, or approval shall have been
withheld, withdrawn or abrogated, or any statute, rule,
regulation, judgment, order or injunction shall have been
threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or Con
Edison, by any legislative body, court, authority, agency or
tribunal or any other person, including the Securities and
Exchange Commission or the State of New York Public Service
Commission (see "Source and Amount of Funds"), which, in Con
Edison's sole judgment, would or might directly or indirectly (i)
make the acceptance for payment of, or payment for, some or all
of the Shares of that Series of Preferred illegal or challenges
the acquisition of such Shares or otherwise or in any manner
relates to or affects the Offer, (ii) materially impair the
contemplated benefits of the Offer to Con Edison or (iii)
materially affect the business, condition (financial or other),
income, operations or prospects of Con Edison, or otherwise
materially impair in any way the contemplated future conduct of
the business of Con Edison;
(b) the State of New York Public Service Commission shall
have abrogated its authorization of the issuance by Con Edison of
debt securities, the proceeds from the sale of which were to be
used to fund the purchase of Shares pursuant to the Offer (see
"Source and Amount of Funds");
(c) it shall have been publicly disclosed or Con Edison shall
have learned that any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) has acquired or proposes to
acquire beneficial ownership of more than 5% of the outstanding
common stock of Con Edison whether through the acquisition of
stock, the formation of a group, the grant of any option or right
or otherwise;
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any
national securities exchange or in the over-the-counter market,
(ii) any significant decline in the market price of the Shares of
that Series of Preferred, (iii) any change in the general
political, market, economic or financial condition in the United
States or abroad that could have a material adverse effect on Con
Edison's business, operations, prospects or ability to obtain
financing generally or the trading in the Shares of that Series
of Preferred or other equity securities of Con Edison, (iv) the
declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States or any limitation on, or
any event which, in Con Edison's sole judgment, might affect, the
extension of credit by lending institutions in the United States,
(v) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly
involving the United States or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer,
in Con Edison's sole judgment, a material acceleration or
worsening thereof;
(e) a tender or exchange offer with respect to some or all of
the Shares of that Series of Preferred or other equity securities
of Con Edison, or a merger, acquisition or other business
combination proposal for Con Edison, shall have been proposed,
announced or made by another person;
(f) there shall have occurred any event or events that have
resulted, or may in the sole judgment of Con Edison result, in an
actual or threatened change in the business, condition (financial
or other), income, operations, stock ownership or prospects of
Con Edison and its subsidiaries;
(g) Moody's Investors Service Inc., Standard & Poor's
Corporation or Duff and Phelps Inc. shall have downgraded or
withdrawn the rating accorded any securities of Con Edison, or
(ii) Moody's Investors Service Inc., Standard & Poor's
Corporation or Duff and Phelps Inc. shall have publicly announced
that it has under surveillance or review, with possible negative
implications, its rating of any securities of Con Edison; or
(h) there shall have occurred any decline in the Standard &
Poor's Composite 500 Stock Index by an amount in excess of 15%
measured from the close of business on January 26, 1996;
and, in the sole judgment of Con Edison, such event or events
make it undesirable or inadvisable to proceed with the Offer with
respect to such Series of Preferred or with such acceptance for
payment or payment. The
11
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<PAGE>
Offer for a Series of Preferred is independent of the Offer for
any other Series of Preferred. The consummation of the Offer for
any Series of Preferred is not conditioned on the consummation of
the Offer for all Series of Preferred or for any other Series of
Preferred.
The foregoing conditions are for the sole benefit of Con
Edison and may be asserted by Con Edison regardless of the
circumstances (including any action or inaction by Con Edison)
giving rise to any such condition, and any such condition may be
waived by Con Edison, in whole or in part, at any time and from
time to time in its sole discretion. The failure by Con Edison
at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by Con Edison concerning the
events described above will be final and binding on all parties.
EXTENSION; TERMINATION; AMENDMENTS
Prior to the Expiration Date, Con Edison may, with respect
to each Series of Preferred, extend the period of time during
which the Offer is open or otherwise amend or modify the Offer
and may terminate the Offer for any reason. There can be no
assurance, however, that Con Edison will extend the Offer. During
any such extension, all Shares of that Series of Preferred
previously tendered will remain subject to the Offer, except to
the extent that such Shares may be withdrawn as set forth in
"Terms of the Offer--Withdrawal Rights.
After the Expiration Date, Con Edison may, with respect to
each Series of Preferred, upon the occurrence of any of the
conditions specified in "Terms of the Offer--Certain Conditions
of the Offer" terminate the Offer and not accept for payment or
pay for any Shares tendered or, subject to Rule 13e-4(f)(5) under
the Exchange Act (which provides that the issuer "making the
tender offer shall either pay the consideration offered, or
return the tendered securities, promptly after the termination or
withdrawal of the tender offer"), postpone acceptance for payment
of or payment for Shares.
To effect any such extension, amendment, modification,
termination or postponement, Con Edison shall give oral or
written notice to the Depositary and make a public announcement
thereof. Without limiting the manner in which Con Edison may
choose to make such a public announcement, Con Edison shall have
no obligation (except as otherwise required by applicable law) to
publish, advertise or otherwise communicate any such public
announcement, other than by making a release to the Dow Jones
News Service, except in the case of an announcement of an
extension of the Offer with respect to any Series of Preferred,
in which case Con Edison shall have no obligation to publish,
advertise or otherwise communicate such announcement other than
by issuing a notice of such extension by press release or other
public announcement, which notice shall be issued no later than
9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date with respect to that Series
of Preferred.
If Con Edison materially changes the terms of the Offer or
the information concerning the Offer, or if it waives a material
condition of the Offer, Con Edison will extend the Offer to the
extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the
Exchange Act. Under these rules, the minimum period during which
an offer must remain open following material changes in the terms
of the offer or information concerning the offer (other than a
change in price, change in dealer's soliciting fee or change in
percentage of securities sought) will depend on the facts and
circumstances, including the relative materiality of such terms
or information. In a published release, the Commission has stated
that, in its view, an offer should remain open for a minimum of
five business days from the date that a notice of such a material
change is first published, sent or given. The Offer with respect
to any Series of Preferred will be extended for at least ten
business days from the time Con Edison publishes, sends or gives
to holders of Shares of that Series of Preferred a notice that it
will (a) increase or decrease the price it will pay for Shares of
that Series of Preferred or the amount of the dealer's soliciting
fee or (b) increase or decrease the percentage of Shares in that
Series of Preferred it seeks (except that the acceptance for
payment of additional Shares of a Series of Preferred not to
exceed 2% of the outstanding Shares in that Series of Preferred
shall not be deemed to be an increase).
12
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<PAGE>
PRICE RANGE OF SHARES; DIVIDENDS
The $5 Preferred and the Series C Preferred are listed and
traded on the New York Stock Exchange under the symbols "EDPrA"
and "EDPrC," respectively. There is no established trading market
for any of the other Series of Preferred. The last reported sale
price on the New York Stock Exchange, as of the close of business
on January 26, 1996, for each of the $5 Preferred and the Series
C Preferred is shown on the front cover of this Offer to
Purchase.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS,
IF AVAILABLE, FOR THEIR SHARES.
The following table sets forth the high and low sales prices
of the $5 Preferred and the Series C Preferred on the New York
Stock Exchange and the cash dividends paid thereon for the fiscal
quarters indicated.
<TABLE>
$5 PREFERRED SERIES C PREFERRED
CASH CASH
DIVIDENDS DIVIDENDS
HIGH LOW PER SHARE HIGH LOW PER SHARE
------ ------ --------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
1994: 1st Quarter 75 68 1/2 $1.25 71 3/4 64 $1.1625
2nd Quarter 70 62 1.25 64 1/2 57 1/2 1.1625
3rd Quarter 66 1/2 62 1/4 1.25 60 55 1/2 1.1625
4th Quarter 64 1/4 57 1/4 1.25 57 1/2 53 1.1625
1995: 1st Quarter 64 1/4 57 1/2 1.25 60 53 1/2 1.1625
2nd Quarter 66 3/8 61 5/8 1.25 65 1/2 57 1.1625
3rd Quarter 69 1/8 66 1.25 68 59 1/4 1.1625
4th Quarter 72 67 3/4 1.25 73 5/8 64 3/4 1.1625
</TABLE>
Dividends for a Series of Preferred are payable when, as and
if declared by Con Edison's Board of Trustees at the rate per
annum included in the title of the Series of Preferred listed on
the front cover of this Offer to Purchase. The February 1996
Dividend (which is a regular quarterly dividend) for each Series
of Preferred has been declared and is to be paid on February 1,
1996 to holders of record as of the close of business on January
10, 1996. A tender of Shares pursuant to the Offer will not
deprive any shareholder of his or her right to receive the
February 1996 Dividend, regardless of when such tender is made.
Holders of Shares tendered into and purchased pursuant to the
Offer will not be entitled to any dividends in respect of any
later dividend periods (or any portion thereof).
<PAGE>
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
Con Edison is making the Offer because it believes that it
would be economically attractive to Con Edison to purchase the
Shares with funds from the issuance of its subordinated
debentures, interest payments on which, unlike dividends paid on
preferred stock, are deductible by Con Edison for federal income
tax purposes. As described under "Source and Amount of Funds,"
$600 million of Con Edison debt securities, including
subordinated debentures, are registered under the Securities Act
of 1933 for sale by Con Edison from time to time.
The Offer provides shareholders an opportunity to sell their
Shares without the usual transaction costs associated with a
market sale.
After the consummation of the Offer, Con Edison may
determine to purchase additional Shares on the open market, in
privately negotiated transactions, through one or more tender
offers or otherwise. Any such purchases may be on the same terms
as, or on terms which are more or less favorable to holders of
Shares than, the terms of the Offer. However, Rule 13e-4(f)(6)
under the Exchange Act prohibits Con Edison and its affiliates
from
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<PAGE>
purchasing any Shares of a Series of Preferred, other than
pursuant to the Offer, until at least ten business days after the
Expiration Date with respect to that Series of Preferred. Any
future purchases of Shares by Con Edison would depend on many
factors, including the market price of the Shares, Con Edison's
business and financial position, restrictions on Con Edison's
ability to purchase Shares imposed by law or by New York Stock
Exchange listing requirements and general economic and market
conditions.
Shareholders are not under any obligation to tender Shares
pursuant to the Offer. The Offer does not constitute notice of
redemption of any Series of Preferred pursuant to Con Edison's
Restated Certificate of Incorporation, nor does Con Edison intend
to effect any such redemption by making the Offer. The Offer
does not constitute a waiver by Con Edison of any option it has
to redeem Shares. In accordance with Con Edison's Restated
Certificate of Incorporation, Con Edison is required to redeem
its Cumulative Preferred Stock ($100 par value), 6 1/8% Series J
(the "Series J Preferred") on August 1, 2002, and to redeem
25,000 Shares of its Cumulative Preferred Stock ($100 par value),
7.20% Series I (the "Series I Preferred") on May 1 of each year
in the five-year period commencing with the year 2002 and to
redeem the remaining Series I Shares on May 1, 2007, in each
case, at a redemption price of $100 per share plus accrued
dividends. In addition, each Series of Preferred, other than the
Series J Preferred, is redeemable at the option of Con Edison at
the following redemption prices: the $5 Preferred at $105 per
share; the Series I Preferred at $105.04 per share if redeemed
prior to May 1, 1996, and thereafter at prices declining annually
to $100 per share after April 30, 2002 (but prior to May 1, 1997,
Series I Preferred may not be redeemed with borrowed funds or
proceeds from certain securities issuances having a cost to Con
Edison of less than 7.20% per annum); and the other Series of
Preferred at redemption prices ranging from $101 to $102 per
share, in each case, plus accrued dividends.
Each Series of Preferred ranks equally with respect to
priority in payment of dividends and (to the extent of $100 per
share plus accrued but unpaid dividends) in distribution of
capital assets upon dissolution, liquidation or winding up of Con
Edison ("Liquidation"). Before any distribution may be made to
the holders of Con Edison's Cumulative Preference Stock ($100 par
value) and Common Stock upon any Liquidation, the holders of the
$5 Preferred will be entitled to receive, upon any Liquidation,
$100 per share, and the holders of the other Series of Preferred
will be entitled to receive, in case of voluntary Liquidation, an
amount equal to the redemption price per share applicable on the
date of the voluntary Liquidation and, in case of involuntary
Liquidation, $100 per share, plus, in each case, accrued
dividends. Con Edison's Certificate of Incorporation provides
that the sale, conveyance, exchange or transfer of all or
substantially all of Con Edison's property, or the consolidation
of Con Edison with, or merger of Con Edison into, any other
corporation shall not be deemed a Liquidation.
Shares that Con Edison purchases pursuant to the Offer will
be retired and cancelled, which will reduce the number of Shares
that might otherwise trade publicly and will reduce the number of
holders of Shares. This could adversely affect the liquidity and
market value of the Shares not purchased in the Offer. However,
Con Edison does not believe that there is a reasonable
likelihood, and it is not a purpose of this Offer, that the Offer
or purchases of Shares by Con Edison will either: (i) under the
current published guidelines of the New York Stock Exchange,
cause the $5 Preferred or the Series C Preferred to be delisted
from the New York Stock Exchange, or (ii) cause any other Series
of Preferred to become eligible for deregistration under the
Exchange Act.
Con Edison has no plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional
securities of Con Edison or the disposition of securities of Con
Edison (other than as discussed under "Source and Amount of
Funds"); (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Con Edison or
any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of Con Edison or any of its subsidiaries; (d)
any change in the present Board of Trustees or management of Con
Edison; (e) any material change in the present dividend rate or
policy, or indebtedness or capitalization of Con Edison; (f) any
other material change in Con Edison's corporate structure or
business; (g) any change in Con Edison's Certificate of
Incorporation or By-Laws or any actions which may impede the
acquisition of control of Con Edison by any person; (h) a class
of equity securities of Con Edison being delisted
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<PAGE>
from a national securities exchange; (i) a class of equity
securities of Con Edison becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) the suspension of Con Edison's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
NEITHER CON EDISON, ITS BOARD OF TRUSTEES NOR ANY OF ITS
OFFICERS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO
WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER.
SOURCE AND AMOUNT OF FUNDS
Assuming that Con Edison purchases all outstanding Shares
pursuant to the Offer, the total amount of funds required by Con
Edison to purchase the Shares would be approximately $478.3
million, excluding fees and other expenses. See "Fees and
Expenses." Con Edison intends to use the proceeds from the sale,
promptly after the Expiration Date, of its subordinated
debentures to fund the purchase of Shares pursuant to the Offer.
$600 million of Con Edison debt securities, including
subordinated debentures, are registered under the Securities Act
of 1933 for sale by Con Edison from time to time. The New York
State Public Service Commission has authorized the issuance of
Con Edison debt securities, including subordinated debentures, to
refund the Shares, subject to the Commission's right to abrogate
such authorization within twenty-four hours after submission by
Con Edison to it of the underwriting agreement pursuant to which
such securities are to be sold and certain information relating
to the terms of the securities. See "Terms of the Offer --
Certain Conditions of the Offer."
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
Based upon Con Edison's records and upon information
provided to Con Edison by its Trustees and officers, neither Con
Edison nor, to Con Edison's knowledge (but without Con Edison
having made specific inquiry in connection with the Offer), any
of its associates, subsidiaries, Trustees, officers or any
associate of any such Trustee or officer owns any Shares or has
engaged in any transactions involving Shares during the 40
business days preceding the date hereof. Neither Con Edison nor,
to Con Edison's knowledge (but without Con Edison having made
specific inquiry in connection with the Offer), any of its
Trustees or officers is a party to any contract, arrangement,
understanding or relationship relating directly or indirectly to
the Offer with any other person with respect to any securities of
Con Edison other than as disclosed in this Offer to Purchase.
See "Fees and Expenses."
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following summary describes certain United
States federal income tax consequences relating to the Offer. The
summary deals only with Shares held as capital assets within the
meaning of the Internal Revenue Code of 1986, as amended (the
"Code") and does not address tax consequences that may be
important to investors in special tax situations, such as certain
financial institutions, tax-exempt organizations, life insurance
companies, dealers in securities or currencies, or shareholders
holding the Shares as part of a conversion transaction, as part
of a hedging transaction, or as a position in a straddle for tax
purposes. Each shareholder should consult a tax advisor with
regard to the Offer and the application of United States federal
income tax laws, as well as the laws of any state, local or
foreign taxing jurisdiction.
Characterization of the Sale. A sale of Shares pursuant to
the Offer will be a taxable transaction for United States federal
income tax purposes and will be treated as a "sale or exchange",
rather than as a distribution by Con Edison with respect to the
Shares, if under Section 302 of the Code the sale (i) results in
a "complete redemption" of all the stock in Con Edison owned by
the shareholder or (ii) is "not essentially equivalent to a
15
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<PAGE>
dividend" with respect to the shareholder. The receipt of cash
by a shareholder will constitute a "complete redemption" if all
of the Con Edison stock actually owned by the shareholder and
constructively owned by the shareholder under the attribution
rules described below is sold pursuant to the Offer. The receipt
of cash will be "not essentially equivalent to a dividend" if the
sale of Shares results in a "meaningful reduction" in the
shareholder's interest in Con Edison stock. A sale of Shares by
a shareholder that does not own, actually or constructively, any
Con Edison common stock should qualify as "not essentially
equivalent to a dividend." In the case of a shareholder who owns
$5 Preferred and does not actually or constructively own any Con
Edison common stock, "sale or exchange" treatment will be assured
if at least 21% of the shares of $5 Preferred actually and
constructively owned by the shareholder, rounded upwards to the
nearest whole number of shares, are sold pursuant to the Offer.
Contemporaneous dispositions or acquisitions of Con Edison stock
may be deemed to be part of an integrated transaction which will
be taken into account in this connection.
In applying the foregoing rules, there will be taken into
account not only stock actually owned by the shareholder, but
also stock constructively owned under the attribution rules of
Section 318 of the Code. Under Section 318, a shareholder may
constructively own stock actually owned, and in some cases
constructively owned, by certain related individuals or entities
and stock which the shareholder has the right to acquire by
exercise of an option or conversion right.
If under Section 302 a sale of the Shares is treated as a
"sale or exchange," the tendering shareholder will recognize gain
or loss equal to the difference between the amount of cash
received and the shareholder's tax basis in the Shares sold. Any
such gain or loss will be capital gain or loss, and will be long-
term capital gain or loss if the Shares have been held for more
than one year. If the sale is not so treated as a "sale or
exchange", the tendering shareholder will be deemed to have
received a dividend in the amount of the cash received to the
extent of the shareholder's allocable portion of Con Edison's
earnings and profits as determined for federal income tax
purposes. Any such dividend would be includible in the gross
income of the shareholder as ordinary income in its entirety
without reduction for the tax basis of the Shares sold pursuant
to the Offer. The shareholder's basis in the Shares sold would
be added to such shareholder's basis in any retained Con Edison
stock. To the extent that the amount of cash received exceeds
the shareholder's allocable portion of Con Edison's earnings and
profits, the shareholder's basis will be reduced by the amount of
such excess. Any amount received in excess of the shareholder's
tax basis will be treated as received in exchange for the
shareholder's Con Edison stock.
Corporate Shareholders. If a sale of Shares is treated as a
dividend, a corporate shareholder may be entitled to claim a
dividends-received deduction for a portion of the dividend,
subject to applicable limitations. Corporate shareholders should
consider the effect of Section 246(c) of the Code which disallows
the dividends-received deduction with respect to stock that is
held for 45 days or less. For this purpose, the length of time a
shareholder is deemed to have held stock may be reduced by
periods during which the shareholder's risk of loss with respect
to the stock is diminished by reason of the existence of certain
options or other transactions. Also, if a corporate shareholder
has incurred indebtedness directly attributable to an investment
in stock, the dividends-received deduction may be reduced. Under
tax legislation proposed by the Department of the Treasury on
December 7, 1995, the deduction for dividends received, where the
corporate shareholder owns less than 20% of the stock of the
corporation, would be reduced from 70% of the amount of the
dividend to 50%. The proposal would also alter the calculation
of the 45-day holding period under Section 246(c). As proposed,
these provisions would be effective for dividends received or
accrued after January 31, 1996. It is not possible to predict at
this time whether these proposals will be enacted and whether the
proposed effective date would be retained.
Any amount received by a corporate shareholder pursuant to
the Offer that is treated as a dividend would be likely to
constitute an "extraordinary dividend" under Section 1059 of the
Code. For this purpose, all dividends received by a shareholder
within, and having their ex-dividend dates within, an 85-day
period (expanded to a 365-day period in the case of dividends
received in such period that in the aggregate exceed 20% of the
shareholder's adjusted tax basis in the stock) are aggregated and
also treated as extraordinary dividends. Under Section 1059 of
the Code a corporate shareholder is required to reduce its basis
(but not below
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<PAGE>
zero) in its stock by the non-taxed portion of the dividend
(i.e., the portion of the dividend for which a deduction is
allowed). If such portion exceeds the shareholder's tax basis in
its Shares (and its tax basis in any other stock of Con Edison
that it owns), the shareholder would be required to treat the
excess as gain from the sale of its remaining Shares or other Con
Edison stock. Corporate shareholders should consult their own
tax advisors as to the application of Section 1059 of the Code to
the Offer. Under a pending legislative proposal, Section 1059
would be amended to provide for immediate recognition of gain in
certain circumstances where the non-taxed portion of the dividend
exceeds the basis of the shares surrendered.
Foreign Shareholders. Con Edison will withhold United States
federal income tax at a rate of 30% from gross proceeds paid
pursuant to the Offer to foreign shareholders, unless Con Edison
determines that a reduced rate of withholding is applicable
pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected
with the conduct of a trade or business by the foreign
shareholder within the United States. In order to claim an
exemption from withholding on the ground that gross proceeds paid
pursuant to the Offer are effectively connected with the conduct
of a trade or business by a foreign shareholder within the United
States, the shareholder must deliver to the Depositary a properly
executed Internal Revenue Service Form 4224. A foreign
shareholder may be eligible to file for a refund of such tax or a
portion of such tax if such shareholder (i) meets the "complete
redemption" or "not essentially equivalent to a dividend" tests
described above, (ii) is entitled to a reduced rate of
withholding pursuant to a treaty and Con Edison withheld at a
higher rate, or (iii) is otherwise able to establish that no tax
or a reduced amount of tax was due.
Backup Withholding. See "Terms of the Offer--Procedure for
Tendering Shares" with respect to the application of backup
withholding tax.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE
OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR
CIRCUMSTANCES OF THE TENDERING SHAREHOLDER. NO INFORMATION IS
PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE OFFER. SHAREHOLDERS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF SALES PURSUANT TO
THE OFFER.
17
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<PAGE>
FEES AND EXPENSES
Lehman Brothers and Smith Barney Inc. will act as Dealer
Managers for Con Edison in connection with the Offer. Con Edison
has agreed to pay the Dealer Managers an aggregate fee of $0.50
per share for Shares purchased pursuant to the Offer. The Dealer
Managers will also be reimbursed by Con Edison for their
reasonable out-of-pocket expenses, including attorneys' fees, and
will be entitled to indemnification against certain liabilities,
including liabilities under the federal securities laws, or to
contribution for payments the Dealer Managers may be required to
make in respect thereof. The Dealer Managers have rendered, are
currently rendering and are expected to continue to render
various investment banking and other advisory services to Con
Edison. The Dealer Managers have received, and will continue to
receive, customary compensation from Con Edison for such
services.
Con Edison will, as provided in Instruction 10 of the Letter
of Transmittal, pay the solicitation fee described on the front
cover of this Offer to Purchase for Shares tendered and accepted
for payment and paid for pursuant to the Offer, covered by a
Letter of Transmittal which designates, as having solicited and
obtained the tender, the name of (i) any broker or dealer in
securities, including the Dealer Managers in their capacity as a
broker or dealer, who is a member of any national securities
exchange or of the National Association of Securities Dealers,
Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible
for membership in the NASD which agrees to conform to the NASD's
Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or
(iii) any bank or trust company (each of which is referred to
herein as a "Soliciting Dealer"). No such fee shall be payable to
a Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be payable to a
Soliciting Dealer with respect to Shares tendered for such
Soliciting Dealer's own account. No broker, dealer, bank, trust
company or fiduciary shall be deemed to be an agent of Con
Edison, the Depositary, the Information Agent or the Dealer
Managers for the purposes of the Offer.
Con Edison has retained The Chase Manhattan Bank, N.A. as
Depositary and D.F. King & Co., Inc. as Information Agent in
connection with the Offer. The Information Agent may contact
shareholders by mail, telephone, telex, telegraph and personal
interviews, and may request brokers, dealers and other nominee
shareholders to forward materials relating to the Offer to
beneficial owners. The Depositary and the Information Agent will
receive reasonable and customary compensation for their services
and will also be reimbursed for certain out-of-pocket expenses.
Con Edison has agreed to indemnify the Depositary and the
Information Agent against certain liabilities, including certain
liabilities under the federal securities laws, in connection with
the Offer. Neither the Information Agent nor the Depositary has
been retained to make solicitations or recommendations in
connection with the Offer.
Other than as described above, Con Edison will not pay any
solicitation fees to any broker, dealer, bank, trust company or
other person for any Shares purchased in connection with the
Offer. Con Edison will reimburse such persons for customary
handling and mailing expenses incurred in connection with the
Offer.
Con Edison will pay all stock transfer taxes, if any,
payable on account of the acquisition of the Shares by Con Edison
pursuant to the Offer, except in certain circumstances where
special payment or delivery procedures are utilized pursuant to
Instruction 6 of the Letter of Transmittal.
18
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<PAGE>
CERTAIN INFORMATION CONCERNING CON EDISON
Consolidated Edison Company of New York, Inc. ("Con
Edison"), incorporated in New York State in 1884, supplies
electric service in all of New York City (except part of Queens)
and most of Westchester County. It also supplies gas in
Manhattan, The Bronx and parts of Queens and Westchester, and
steam in part of Manhattan. Most governmental customers within
Con Edison's electric service territory receive electric service
through Con Edison's facilities from the New York Power
Authority. Con Edison's principal office is located at 4 Irving
Place, New York, New York 10003 (Telephone No.:212-460-4600).
ADDITIONAL INFORMATION
Con Edison is subject to the informational requirements of
the Exchange Act and, in accordance therewith, files reports,
proxy statements and other information with the Commission. Con
Edison has also filed an Issuer Tender Offer Statement on
Schedule 13E-4 with the Commission which includes certain
additional information relating to the Offer.
Such material can be inspected and copied at the public
reference room of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and the public reference facilities
in the Commission's Regional Offices located at Seven World Trade
Center, 7th Floor, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates by writing to the
Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the Chicago Stock Exchange, 120
South Lasalle Street, Chicago, Illinois 60605 and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104.
Con Edison's Schedule 13E-4 will not be available at the
Commission's Regional Offices.
MISCELLANEOUS
The Offer is not being made to, nor will Con Edison accept
tenders from, owners of Shares in any jurisdiction in which the
Offer or its acceptance would not be in compliance with the laws
of such jurisdiction. Con Edison is not aware of any jurisdiction
where the making of the Offer or the tender of Shares would not
be in compliance with applicable law. If Con Edison becomes aware
of any jurisdiction where the making of the Offer or the tender
of Shares is not in compliance with any applicable law, Con
Edison will make a good faith effort to comply with such law. If,
after such good faith effort, Con Edison cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares residing in such
jurisdiction. In any jurisdiction in which the securities, blue
sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on Con
Edison's behalf by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
19
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<PAGE>
Facsimile copies of the applicable Letter of Transmittal for
the Series of Preferred to be tendered will be accepted. The
Letter of Transmittal and certificates for Shares should be sent
or delivered by each tendering shareholder of Con Edison or his
or her broker, dealer, bank or trust company to the Depositary at
one of its addresses set forth below.
The Depositary:
THE CHASE MANHATTAN BANK, N.A.
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
Any questions or requests for assistance may be directed to
the Information Agent or the Dealer Managers at the respective
telephone numbers and addresses listed below. Requests for
additional copies of this Offer to Purchase, the Letter of
Transmittal or other tender offer materials may be directed to
the Information Agent or the Dealer Managers, and such copies
will be furnished promptly at Con Edison's expense. Shareholders
may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
The Dealer Managers:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
<PAGE>
The Information Agent:
D.F. KING & CO.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of $5 Cumulative Preferred Stock (No par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $77.55 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
<PAGE>
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 5 3/4% Series A Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $91.30 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
<PAGE>
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 5 1/4% Series B Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $83.60 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
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_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
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<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 4.65% Series C Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $80.65 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
<PAGE>
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 4.65% Series D Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $80.65 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 7.20% Series I Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $105.04 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
To Accompany
Shares of 6 1/8% Series J Cumulative Preferred Stock
($100 par value) of
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 29, 1996, FOR PURCHASE AT
PURCHASE PRICE OF $101.75 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DESCRIPTION OF SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON CERTIFICATE(S))
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NAMES(S) AND TOTAL NUMBER
ADDRESS(ES) OF SHARES
OF REPRESENTED NUMBER
REGISTERED CERTIFICATE BY OF SHARES
HOLDERS(S) NUMBER(S)* CERTIFICATE(S)* TENDERED**
- -----------------------------------------------------------------
<PAGE>
_________________________________________________________________
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are
being tendered. See Instruction 4.
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO LEHMAN BROTHERS, TO SMITH BARNEY
INC., TO D.F. KING & CO., INC. OR TO CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are
to be forwarded herewith or if delivery of tendered Shares (as
defined below) is to be made by book-entry transfer to the
Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia
Depositary Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other
documents required hereby to the Depositary by the Expiration
Date (as defined in the Offer to Purchase) must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. See Instruction 2. Delivery of documents to
Con Edison or to a Book-Entry Transfer Facility does not
constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-
ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution ________________________________
Check applicable box:
/ / DTC / / MSTC / / PDTC
Account No. __________________________________________________
Transaction Code No. _________________________________________
<PAGE>
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY
AND COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s)
_______________________________
Date of execution of Notice of Guaranteed Delivery
________________
Name of institution that guaranteed delivery
______________________
If delivery is by book-entry transfer:
Name of tendering institution
_____________________________________
Account no.___________ at
/ / DTC / / MSTC / / PDTC
Transaction Code No.
_____________________________________________
<PAGE>
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
the shares listed on the first page hereof under "Description of
Shares Tendered" pursuant to Con Edison's offer to purchase any
and all of the outstanding shares of the series of Con Edison
preferred stock shown on the first page hereof as to which this
Letter of Transmittal is applicable (the "Shares") at the
purchase price shown on the first page hereof, net to the seller
in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which as to the Shares, together with the
Offer to Purchase, constitutes the "Offer"). See "Terms of the
Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of
and payment for the Shares tendered herewith in accordance with
the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of
any such extension or amendment), the undersigned hereby sells,
assigns and transfers to, or upon the order of, Con Edison all
right, title and interest in and to all the Shares that are being
tendered hereby and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of Con Edison,
(b) present such Shares for registration and transfer on the
books of Con Edison and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all
in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby and that, when and to the
extent the same are accepted for payment by Con Edison, Con
Edison will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not
be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by
the Depositary or Con Edison to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby.
All authority herein conferred or agreed to be conferred
shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
Except as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant
to any one of the procedures described under "Terms of the Offer-
- -Procedure for Tendering Shares" in the Offer to Purchase and in
the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including
the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such
Shares complies with Rule 14e-4. Con Edison's acceptance for
payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the undersigned and Con Edison upon
the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, Con Edison may terminate or
amend the Offer or may not be required to purchase any of the
Shares tendered hereby. In either event, the undersigned
understands that certificate(s) for any Shares not tendered or
not purchased will be returned to the undersigned.
<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment
Instructions," please issue the check for the purchase price of
any Shares purchased, and/or return any Shares not tendered or
not purchased, in the name(s) of the undersigned (and, in the
case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above).
Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of
any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the
undersigned signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed,
please issue the check for the purchase price of any Shares
purchased and/or return any Shares not tendered or not purchased
in the name(s) of, and mail said check and/or any certificates
to, the person(s) so indicated. The undersigned recognizes that
Con Edison has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if Con Edison does not accept for
payment any of the Shares so tendered.
- ----------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price check for the purchase price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased tendered or not purchased
are to be issued in the name are to be mailed to someone
of someone other than the other than the undersigned
undersigned. or to the undersigned at an
address other than that
shown below the undersigned's
signature(s).
Issue / / check and/or Mail / / check and/or
/ / certificate(s) to: / / certificate(s) to:
Name --------------------------- Name--------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address ------------------------ Address ---------------------
- ---------------------------------- -----------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
- -----------------------------------------------------------------
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES
THAT YOU OWN AND WISH TO TENDER HAVE BEEN LOST, DESTROYED
OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen
certificates: ____________________
<PAGE>
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, Con Edison will pay to any
Soliciting Dealer, as defined in Instruction 10, a solicitation
fee of $1.50 per share (except that for transactions for
beneficial owners equal to or exceeding 5,000 shares of a
particular Series of Preferred, Con Edison will pay a
solicitation fee of $1.25 per share) for any Shares tendered,
accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: --------------------------------------------------
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ---------------------------------------
Telephone Number of Broker
or Financial Consultant: ---------------------------------------
Identification Number (if known): ------------------------------
Address: -------------------------------------------------------
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held
in nominee name are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
(ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
- ----------------------------- ----------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the
National Association of Securities Dealers, Inc. (the "NASD"), it
has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is
dependent on such Soliciting Dealer's returning a Notice of
Solicited Tenders to the Depositary.
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
<PAGE>
<PAGE>
SIGN HERE: .....................................................
.....................................................
SIGNATURE(S) OF OWNER(S)
Dated ........................................, 1996
Name(s).............................................
.............................................
(PLEASE PRINT)
Capacity (full title)...............................
Address.............................................
.............................................
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone
No..........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the stock certificate(s) or on a security position
listing or by person(s) authorized to become registered holder(s)
by certificates and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title
and see Instruction 5.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ...............................
Name ...............................................
Name of Firm .......................................
Address of Firm ....................................
Area code and Telephone No. ........................
Dated ........................................, 1996
----------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED
BY SIGNING THE SUBSTITUTE FORM W-9 BELOW.
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed (a) if this Letter of Transmittal is signed by the
registered holder(s) of the Shares (which term, for purposes of
this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) tendered herewith and
such holder(s) has not completed the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) if such Shares
are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth under
"Terms of the Offer--Procedure for Tendering Shares" in the Offer
to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof)
and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set
forth on the front page of this Letter of Transmittal on or prior
to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who cannot deliver
their Shares and all other required documents to the Depositary
on or prior to the applicable Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth
under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase. Pursuant to such procedure: (a) such tender
must be made by or through an Eligible Institution, (b) a
properly completed and duly executed Notice of Guaranteed
Delivery in the form provided by Con Edison (with any required
signature guarantees) must be received by the Depositary on or
prior to the applicable Expiration Date and (c) the certificates
for all physically delivered Shares, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-
<PAGE>
Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed
Delivery, all as provided under "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer--Number of Shares; Purchase
Price; Expiration Date; Receipt of Dividend" in the Offer to
Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering stockholder waives any right to receive
any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/or the number of Shares
should be listed on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented
by any certificate delivered to the Depositary are to be
tendered, fill in the number of Shares that are to be tendered in
the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the
old certificate will
<PAGE>
<PAGE>
be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as promptly as practicable following the expiration
or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two
or more persons, all such persons must sign this Letter of
Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of
certificates or separate stock powers are required unless payment
of the purchase price is to be made to, or Shares not tendered or
not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such
Shares. Signature(s) on any such certificates or stock powers
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Con
Edison of the authority of such person so to act must be
submitted.
<PAGE>
6. STOCK TRANSFER TAXES. Con Edison will pay or cause to be
paid any stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of
the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes,
or exemption therefrom, is submitted. See "Terms of the Offer--
Acceptance for Payment of Shares and Payment of Purchase Price"
in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION
6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the
name of, and/or any Shares not tendered or not purchased are to
be returned to, a person other than the person(s) signing this
Letter of Transmittal or if the check and/or any certificate for
Shares not tendered or not purchased are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to
an address other than that shown above in the box captioned
"Description of Shares Tendered," then the boxes captioned
"Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have
any Shares not accepted for payment returned by crediting the
account maintained by such shareholder at the Book-Entry Transfer
Facility from which such transfer was made.
<PAGE>
<PAGE>
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder
is required to provide the Depositary with either a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is provided under "Important Tax Information" below, or a
properly completed Form W-8. Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup
withholding on the payment of the purchase price. The box in Part
2 of Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future. If
the box in Part 2 is checked and the Depositary is not provided
with a TIN by the time of payment, the Depositary will withhold
31% on all payments of the purchase price thereafter until a TIN
is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone
numbers and addresses listed below. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished
promptly at Con Edison's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
10. SOLICITED TENDERS. Con Edison will pay a solicitation fee
of $1.50 per share (except that for transactions for beneficial
owners equal to or exceeding 5,000 shares of a particular Series
of Preferred, Con Edison will pay a solicitation fee of $1.25 per
share) for any Shares tendered, accepted for payment and paid
pursuant to the Offer, covered by the Letter of Transmittal which
designates, in the box captioned "Solicited Tenders," as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including a Dealer Manager in its capacity
as a dealer or broker, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall
be payable to a Soliciting Dealer with respect to the tender of
Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer in respect of Shares registered
in the name of such Soliciting Dealer unless such Shares are held
by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or on the Notice of
Solicited Tenders (included in the materials provided to brokers
and dealers). No such fee shall be payable to a Soliciting Dealer
with respect to the tender of Shares by the holder of record, for
the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are
being delivered by book-entry transfer, the Soliciting Dealer
must return a Notice of Solicited Tenders to the Depositary
within three business days after expiration of the Offer to
receive a solicitation fee. No such fee shall be payable to a
Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder
(other than itself). No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or
fiduciary shall be deemed to be the agent of Con Edison, the
Depositary, the Information Agent or the Dealer Managers for
purposes of the Offer.
11. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by Con
Edison, in its sole discretion, and its determination shall be
final and binding. Con Edison reserves the absolute right to
reject any and all tenders of Shares that it determines are not
in proper form or the acceptance for payment of or payment for
Shares that may, in the opinion of Con Edison's counsel, be
unlawful. Con Edison also reserves the absolute right to waive
any of the conditions to the Offer or any defect or irregularity
in any tender of Shares and Con Edison's interpretation of the
terms and conditions of the Offer (including these instructions)
shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within
such time as Con Edison shall determine. None of Con Edison, the
Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any
<PAGE>
<PAGE>
of them incur any liability for failure to give any such notice.
Tenders will not be deemed to have been made until all defects
and irregularities have been cured or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate
representing Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Depositary by checking the
box immediately following the special payment/special delivery
instructions and indicating the number of Shares lost, destroyed
or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the
certificate. The tender of Shares pursuant to this Letter of
Transmittal will not be valid unless prior to the Expiration Date
(as defined in the Offer to Purchase): (i) such procedures have
been completed and a replacement certificate for the Shares has
been delivered to the Depositary, or (ii) a Notice of Guaranteed
Delivery has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY
THEREOF), DULY EXECUTED, TOGETHER WITH CERTIFICATES OR
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR
PRIOR TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with either such shareholder's correct TIN
on Substitute Form W-9 below or a properly completed Form W-8. If
such shareholder is an individual, the TIN is his or her social
security number. For businesses and other entities, the number is
the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the
shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding. The Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the
Depositary is required to withhold 31% of any payments made to
the shareholder. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the
Offer, the shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9
attached hereto certifying that the TIN provided on Substitute
Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (2) the Internal
Revenue Service has notified the shareholder that he or she is no
longer subject to federal income tax backup withholding. Foreign
shareholders must submit a properly completed Form W-8 in order
to avoid the applicable backup withholding; provided, however,
that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the
registered owner of the Shares. If the Shares are in more than
one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE>
<PAGE>
PAYER'S NAME:
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN) AND
CERTIFICATION
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW.
Social Security number OR
Employer Identification Number
TIN ----------------------
- ---------------------------------------------------------
Name (Please Print) -----------------------
Address -----------------------------
City --------- State ---- Zip Code ------
PART 2
Awaiting TIN / /
- ---------------------------------------------------------
PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT: (1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me but I
have mailed or delivered an application to receive a TIN or
intend to do so in the near future), (2) I am not subject to
backup withholding either because I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject
to backup withholding, and (3) all other information provided on
this form is true, correct and complete.
- ---------------------------------------------------------
SIGNATURE: --------------------------- DATE: -----------
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
- ---------------------------------------------------------
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE
FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me and either (1) I
have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a
number.
Signature ___________________________ Date __________, 1996
<PAGE>
<PAGE>
THE DEALER MANAGERS:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
<PAGE>
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
- ---------------------------------------------------------------
- ---------------------------------------------------------------
$5 Cumulative Preferred Stock (no par value)
Cumulative Preferred Stock ($100 par value):
- 5 3/4% Series A
- 5 1/4% Series B
- 4.65 % Series C
- 4.65 % Series D
- 7.20 % Series I
- 6 1/8% Series J
- ---------------------------------------------------------------
- ---------------------------------------------------------------
This form, or a form substantially equivalent to this form,
must be used to accept the Offer (as defined below) if
certificates for shares of a series of preferred stock of
Consolidated Edison Company of New York, Inc. listed above (each
a "Series of Preferred") to be tendered pursuant to the Offer
(the "Shares") are not immediately available, if the procedure
for book-entry transfer cannot be completed on a timely basis, or
if time will not permit all other documents required by the
Letter of Transmittal to be delivered to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase
referred to below). Such form may be delivered by hand or
transmitted by mail, or by facsimile transmission, to the
Depositary. See "Terms of the Offer--Procedure for Tendering
Shares" in the Offer to Purchase.
A SEPARATE NOTICE OF GUARANTEED DELIVERY MUST BE USED FOR
EACH SERIES OF PREFERRED.
THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST
COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE
LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE
DEPOSITARY WITHIN THE TIME SHOWN HEREIN. Failure to do so could
result in a financial loss to such Eligible Institution.
<PAGE>
To: THE CHASE MANHATTAN BANK, N.A., Depositary
By Mail: By Overnight Delivery:
Box 3032 c/o Chase Securities
4 Chase MetroTech Ctr. Processing Corp
Brooklyn, NY 11245 Ft. Lee Executive Park
1 Executive Dr. - 6th floor
Ft. Lee, NJ 07024
By Hand: By Facsimile Transmission:
(9:00 a.m. - 5:00 p.m. (201) 592-4372
New York City Time)
1 Chase Manhattan Plaza Information and Confirm by Telephone:
Floor 1-B
Nassau and Liberty Streets (201) 592-4370
New York, NY 10081
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a
signature on a Letter of Transmittal is required to be guaranteed
by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided
in the signature box on the Letter of Transmittal.
<PAGE>
<PAGE>
The undersigned hereby tenders to Consolidated Edison
Company of New York, Inc., a New York corporation ("Con Edison"),
upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated January 29, 1996 (the "Offer to
Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged,
the number of Shares listed below, pursuant to the guaranteed
delivery procedure set forth in "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
Series of Preferred (check one):
- ----------------------------------------------------
/ / $5 Cumulative Preferred Stock (no par value)
Cumulative Preferred Stock ($100 par value):
/ / - 5 3/4% Series A
/ / - 5 1/4% Series B
/ / - 4.65 % Series C
/ / - 4.65 % Series D
/ / - 7.20 % Series I
/ / - 6 1/8% Series J
- -----------------------------------------------------
- -----------------------------------------------------
Number of Shares:
- ------------------------------------
Certificate Nos. (if available):
- ------------------------------------
- ------------------------------------
- ------------------------------------
- ------------------------------------
If shares will be tendered by book-entry transfer,
Name of Tendering Institution:
- ------------------------------------
Account No. at (check one)
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
<PAGE>
- ------------------------------------
Signature(s)
- ------------------------------------
Name(s) of Record Holders(s)
(Please Print)
- ------------------------------------
Address
- ------------------------------------
- ------------------------------------
Area Code and Telephone Number
<PAGE>
<PAGE>
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered
national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States,
guarantees (a) that the above-named person(s) has a net long
position in the Shares being tendered within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, (b) that such tender of Shares complies with Rule 14e-4
and (c) to deliver to the Depositary at one of its addresses set
forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry
transfer of the Shares tendered hereby into the Depositary's
account at The Depository Trust Company, Midwest Securities Trust
Company or Philadelphia Depository Trust Company, in each case
together with (a) properly completed and duly executed Letter(s)
of Transmittal (or facsimile(s) thereof), with any required
signature guarantee(s) and any other required documents, all
within three New York Stock Exchange trading days after the date
hereof.
- ------------------------------- -------------------------------
Name of Firm Authorized Signature
- ------------------------------- --------------------------------
Address Name
- ------------------------------- --------------------------------
City, State, Zip Code Title
- -------------------------------
Area Code and
Telephone Number
Dated:__________________, 1996
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
<PAGE>
<PAGE>
LEHMAN BROTHERS SMITH BARNEY INC.
THE DEALER MANAGERS FOR
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
- ---------------------------------------------------------------
TITLE OF SERIES OF PREFERRED CUSIP NUMBER PURCHASE PRICE
(per share)
$5 Cumulative Preferred Stock 209111 70 7 $77.55
(no par value)
Cumulative Preferred Stock
($100 par value)
- 5 3/4% Series A 209111 2* 3 $91.30
- 5 1/4% Series B 209111 88 9 $83.60
- 4.65 % Series C 209111 30 1 $80.65
- 4.65 % Series D 209111 40 0 $80.65
- 7.20 % Series I 209111 87 1 $105.04
- 6 1/8% Series J 209111 86 3 $101.75
- ---------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE
OFFER IS EXTENDED.
January 29, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
In our capacity as Dealer Managers, we are enclosing the
material listed below relating to the invitation of Consolidated
Edison Company of New York, Inc., a New York corporation ("Con
Edison") to the holders of each series of Con Edison preferred
stock listed above (each a "Series of Preferred") to tender any
and all of their shares of a Series of Preferred ("Shares") for
purchase at the purchase price per share listed above for the
Series of Preferred tendered, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated January 29, 1996 (the "Offer to Purchase"), and
in the Letter of Transmittal for the Shares tendered. As to each
Series of Preferred, the Offer to Purchase, together with the
applicable Letter of Transmittal, constitutes the "Offer". Con
Edison will purchase all Shares validly tendered and not
withdrawn, upon the terms and subject to the conditions of the
Offer. See "Terms of the Offer -- Extension; Termination;
Amendments, and -- Certain Conditions of the Offer" in the Offer
to Purchase.
<PAGE>
THE OFFER FOR A SERIES OF PREFERRED IS INDEPENDENT OF THE
OFFER FOR ANY OTHER SERIES OF PREFERRED.
We are asking you to contact your clients for whom you hold
Shares registered in your name (or in the name of your nominee)
or who hold Shares registered in their own names. Please bring
the Offer to their attention as promptly as possible.
<PAGE>
<PAGE>
Con Edison will pay a solicitation fee of $1.50 per share
(except that for transactions for beneficial owners equal to or
exceeding 5,000 shares of a particular Series of Preferred, Con
Edison will pay a solicitation fee of $1.25 per share) for any
Shares tendered, accepted for payment and paid pursuant to the
Offer covered by a Letter of Transmittal which designates, as
having solicited and obtained the tender, the name of (i) any
broker or dealer in securities, including the Dealer Managers in
their capacity as a broker or dealer, which is a member of any
national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or
dealer not eligible for membership in the NASD which agrees to
conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it
were an NASD member, or (iii) any bank or trust company (each of
which is referred to herein as a "Soliciting Dealer"). No such
fee shall be payable to a Soliciting Dealer with respect to the
tender of Shares by a holder unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer. No
such fee shall be payable to a Soliciting Dealer in respect of
Shares registered in the name of such Soliciting Dealer unless
such Shares are held by such Soliciting Dealer as nominee and
such Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of Transmittal or on
the Notice of Solicited Tenders (included below). No such fee
shall be payable to a Soliciting Dealer if such Soliciting Dealer
is required for any reason to transfer the amount of such fee to
a depositing holder (other than itself). No such fee shall be
paid to a Soliciting Dealer with respect to Shares tendered for
such Soliciting Dealer's own account. No broker, dealer, bank,
trust company or fiduciary shall be deemed to be the agent of the
Con Edison, the Depositary (as defined below), the Dealer
Managers or the Information Agent for purposes of the Offer.
Con Edison will also, upon request, reimburse Soliciting
Dealers for reasonable and customary handling and mailing
expenses incurred by them in forwarding materials relating to the
Offer to their customers. Con Edison will pay all stock transfer
taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
In order for a Soliciting Dealer to receive a solicitation
fee, The Chase Manhattan Bank, N.A., as Depositary (the
"Depositary") must have received from such Soliciting Dealer a
properly completed and duly executed Notice of Solicited Tenders
in the form attached hereto (or facsimile thereof) within three
business days after the expiration of the Offer.
For your information and for forwarding to your clients for
whom you hold Shares registered in your name (or in the name of
your nominee), we are enclosing the following documents:
1. The Offer to Purchase, dated January 29, 1996.
2. A separate Letter of Transmittal for each Series of
Preferred for your use and for the information of your
clients.
3. A letter to shareholders of Con Edison from the
Executive Vice President and Chief Financial Officer of
Con Edison.
4. A Notice of Guaranteed Delivery to be used to accept the
Offer if the Shares and all other required documents
cannot be delivered to the Depositary by the applicable
Expiration Date (as defined in the Offer to Purchase).
5. A form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name
or in the name of your nominee, with space for obtaining
such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on
Substitute Form W-9, providing information relating to
backup federal income tax withholding.
7. A return envelope addressed to The Chase Manhattan Bank,
N.A., the Depositary.
2
<PAGE>
<PAGE>
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR
SERIES OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER
SHARES OF SUCH SERIES.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 27, 1996,
UNLESS THE OFFER IS EXTENDED.
NEITHER CON EDISON, ITS BOARD OF TRUSTEES NOR ANY OF ITS
OFFICERS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO
WHETHER TO TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST MAKE
THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER.
Any questions or requests for assistance or additional copies of
the enclosed materials may be directed to D.F. King & Co., Inc.,
the Information Agent, or to us, as Dealer Managers, at the
respective addresses and telephone numbers set forth on the back
cover of the enclosed Offer to Purchase.
Very truly yours,
Lehman Brothers
Smith Barney Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY PERSON AS THE AGENT OF CON EDISON, THE
DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
3
<PAGE>
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered by each beneficial
owner whose tender you have solicited. All Shares in a Series of
Preferred beneficially owned by a beneficial owner, whether in
one account or several, and in however many capacities, must be
aggregated for purposes of completing the table below. Any
questions as to what constitutes beneficial ownership should be
directed to the Depositary. If the space below is inadequate,
list the Shares in a separate signed schedule and affix the list
to this Notice of Solicited Tenders. Please do not complete the
sections of the table headed "TO BE COMPLETED ONLY BY
DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO, AND
ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO, THE DEPOSITARY. ALL NOTICES OF SOLICITED TENDERS
MUST BE RECEIVED BY THE DEPOSITARY WITHIN THREE BUSINESS DAYS
AFTER THE EXPIRATION DATE.
<TABLE>
TO BE COMPLETED BY THE SOLICITING DEALER TO BE COMPLETED ONLY BY DEPOSITARY
Number of Shares Number of Shares
Beneficial Owners Series of Preferred Tendered Accepted Fee*
<S> <C> <C> <C> <C>
No. 1
No. 2
No. 3
No. 4
No. 5
No. 6
No. 7
No. 8
No. 9
No. 10
Total
________
* $1.50 per share (except that for transactions for beneficial owners equal to or exceeding 5,000 shares of
a particular Series of Preferred, fee is $1.25 per share) for any Shares tendered, accepted for payment and
paid pursuant to the Offer.
<PAGE>
All questions as to the validity, form and eligibility
(including time of receipt) of Notices of Solicited Tenders will
be determined by the Depositary, in its sole discretion, which
determination will be final and binding. Neither the Depositary
nor any other person will be under any duty to give notification
of any defects or irregularities in any Notice of Solicited
Tenders or incur any liability for failure to give such
notification.
4
<PAGE>
<PAGE>
The undersigned hereby confirms that: (i) it has complied
with the applicable requirements of the Securities Exchange Act
of 1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitation; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer to Purchase; (iii) in
soliciting tenders of Shares, it has used no soliciting materials
other than those furnished by Con Edison; and (iv) if it is a
foreign broker or dealer not eligible for membership in the NASD,
it has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
- ------------------------------- -------------------------------
Printed Firm Name Address (Including Zip Code)
- ------------------------------- ------------------------------
Authorized Signature Area Code and Telephone Number
Name and Title
5
</TABLE>
<PAGE>
<PAGE>
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
- ---------------------------------------------------------------
TITLE OF SERIES OF PREFERRED OUTSTANDING PURCHASE PRICE
SHARES (per share)
$5 Cumulative Preferred Stock 1,915,319 $77.55
(no par value)
Cumulative Preferred Stock
($100 par value)
- 5 3/4% Series A 600,000 $91.30
- 5 1/4% Series B 750,000 $83.60
- 4.65 % Series C 600,000 $80.65
- 4.65 % Series D 750,000 $80.65
- 7.20 % Series I 500,000 $105.04
- 6 1/8% Series J 500,000 $101.75
- ---------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE
OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase,
dated January 29, 1996, (the "Offer to Purchase") and a separate
Letter of Transmittal for each series of preferred stock listed
above (each a "Series of Preferred") of which you own shares.
As to each Series of Preferred, the Offer to Purchase, together
with the applicable Letter of Transmittal, constitutes the
"Offer" of Consolidated Edison Company of New York, Inc. ("Con
Edison") to purchase any and all shares of the Series of
Preferred ("Shares") at the purchase price per share listed above
for the Shares tendered, net to the seller in cash, upon the
terms and subject to the conditions of the Offer. Con Edison
will purchase all Shares validly tendered and not withdrawn, upon
the terms and subject to the conditions of the Offer. See "Terms
of the Offer -- Extension; Termination; Amendments, and --
Certain Conditions of the Offer" in the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT
BUT NOT REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. ANY LETTER OF TRANSMITTAL FURNISHED TO YOU IS FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES
HELD BY US FOR YOUR ACCOUNT.
<PAGE>
We request instructions as to whether you wish us to tender
any or all of the Shares held by us for your account, upon the
terms and subject to the conditions set forth in the Offer to
Purchase and the applicable Letter of Transmittal.
Your attention is invited to the following:
(1) The Offer is for any and all Shares outstanding as of
January 29, 1996. The Offer for a Series of Preferred is
independent of the Offer for any other Series of Preferred.
(2) The Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on Tuesday, February 27, 1995, unless the
Offer is extended with respect to a Series of Preferred. Your
instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the expiration of
the Offer. If you would like to withdraw your Shares that we have
tendered, you can withdraw them so long as the Offer remains open
or at any time after the expiration of forty business days from
the commencement of the Offer if they have not been accepted for
payment.
<PAGE>
<PAGE
(3) Any stock transfer taxes applicable to the sale of Shares
to Con Edison pursuant to the Offer will be paid by Con Edison,
except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
NEITHER CON EDISON, ITS BOARD OF TRUSTEES NOR ANY OF ITS OFFICERS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER ALL OR ANY SHARES. SHAREHOLDERS MUST MAKE THEIR OWN
DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
If you wish to have us tender any or all of your Shares held
by us for your account upon the terms and subject to the
conditions set forth in the Offer, please so instruct us by
completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to
return your instructions to us is enclosed. If you authorize
tender of your Shares, all such Shares will be tendered unless
otherwise specified on the detachable part hereof. Your
instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf by the expiration of the Offer.
The Offer is being made to all holders of Shares. Con Edison
is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to a
valid state statute. If Con Edison becomes aware of any valid
state statute prohibiting the making of the Offer, Con Edison
will make a good faith effort to comply with such statute. If,
after such good faith effort, Con Edison cannot comply with such
statute, the Offer will not be made to, nor will tenders be
accepted from or on behalf of, holders of Shares in such state.
In those jurisdictions where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Con Edison by
the Dealer Managers or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
2
<PAGE>
<PAGE>
Instructions
With Respect to Offer to Purchase for Cash
Any and All Outstanding Shares of
Certain Series of the Preferred Stock of
Consolidated Edison Company of New York, Inc.
The undersigned acknowledge(s) receipt of your letter and
the enclosed Offer to Purchase, dated January 29, 1996, and a
separate Letter of Transmittal for each series of preferred stock
of Consolidated Edison Company of New York, Inc. (each a "Series
of Preferred") in which the undersigned owns shares (as to each
Series of Preferred, the Offer to Purchase, together with the
applicable Letter of Transmittal, constitutes the "Offer") in
connection with the invitation of Consolidated Edison Company of
New York, Inc. ("Con Edison") to the holders of each Series of
Preferred to tender any and all of their shares of a Series of
Preferred ("Shares") for purchase at the purchase price per share
listed on the front cover of the Offer to Purchase for the Series
of Preferred tendered, net to the seller in cash, upon the terms
and subject to the conditions of the Offer.
This will instruct you to tender to Con Edison the number of
Shares indicated below (or, if no number is indicated below, all
Shares) which are held by you for the account of the undersigned,
upon the terms and subject to the conditions of the Offer.
Series of Preferred Number of Shares to be Tendered*
_______________________ ____________________
_______________________ ____________________
_______________________ ____________________
_______________________ ____________________
Dated:_________________ , 1996
SIGN HERE
Signature(s): --------------------------------------------------
Name(s): -------------------------------------------------------
Address: -------------------------------------------------------
Social Security
or Taxpayer ID No.: --------------------------------------------
* Unless otherwise indicated, it will be assumed that all Shares
held by us for your account are to be tendered.
3
<PAGE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 1
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM. -- A person who is required to file an
information return with the IRS must obtain your correct TIN to
report income paid to you, real estate transactions, mortgage
interest you paid, the acquisition or abandonment of secured
property, or contributions you made to an IRA. Use Form W-9 to
furnish your correct TIN to the requester (the person asking you
to furnish your TIN) and, when applicable, (1) to certify that
the TIN you are furnishing is correct (or that you are waiting
for a number to be issued), (2) to certify that you are not
subject to backup withholding, and (3) to claim exemption from
backup withholding if you are an exempt payee. Furnishing your
correct TIN and making the appropriate certifications will
prevent certain payments from being subject to backup
withholding.
Note: If a requester gives you a form other than a W-9 to request
your TIN, you must use the requester's form.
HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social
Security Card (for individuals), from your local office of the
Social Security Administration, or Form SS-4, Application for
Employer Identification Number (for businesses and all other
entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied
for" in the space for the TIN in Part I (or check box 2 of
Substitute Form W-9), sign and date the form, and give it to the
requester. Generally, you must obtain a TIN and furnish it to the
requester by the time of payment. If the requester does not
receive your TIN by the time of payment, backup withholding, if
applicable, will begin and continue until you furnish your TIN to
the requester.
Note: Writing "Applied for" (or checking box 2 of the Substitute
Form W-9) on the form means that you have already applied for a
TIN OR that you intend to apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9,
include your TIN, sign and date the form, and give it to the
requester.
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to
you after 1992 are required to withhold and pay to the IRS 31% of
such payments under certain conditions. This is called "backup
withholding". Payments that could be subject to backup
withholding include interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee
compensation, and certain payments from fishing boat operators,
but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and
dividends on your tax return, your payments will not be subject
to backup withholding. Payments you receive will be subject to
backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an
incorrect TIN, or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
4. You do not certify to the requester that you are not subject
to backup withholding under 3 above (for reportable interest and
dividend accounts opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened
after 1983, or broker accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are
subject to backup withholding only if 1 or 2 above applies.
Certain payees and payments are exempt from backup withholding
and information reporting. See Payees and Payments Exempt From
Backup Withholding, below, and Example Payees and Payments under
Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. -- The
following is a list of payees exempt from backup withholding and
for which no information reporting is required. For interest and
dividends, all listed payees are exempt except item (9). For
broker transactions, payees listed in (1) through (13) and a
person registered under the Investment Advisers Act of 1940 who
regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from
backup withholding only if made to payees described in items (1)
through (7), except a corporation that provides medical and
health care services or bills and collects payments for such
services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are
exempt from backup withholding for barter exchange transactions,
patronage dividends, and payments by certain fishing boat
operations.
(1) A corporation. (2) An organization exempt from tax under
section 501(a), or an IRA, or a custodial account under section
403(b)(7). (3) The United States or any of its agencies or
instrumentalities. (4) A state, the District of Columbia, a
possession of the United States, or any of their political
<PAGE>
subdivisions or instrumentalities. (5) A foreign government or
any of its political subdivisions, agencies, or
instrumentalities. (6) An international organization or any of
its agencies or instrumentalities. (7) A foreign central bank of
issue. (8) A dealer in securities or commodities required to
register in the United States or a possession of the United
States. (9) A futures commission merchant registered with the
Commodity Futures Trading Commission. (10) A real estate
investment trust. (11) An entity registered at all times during
the tax year under the Investment Company Act of 1940. (12) A
common trust fund operated by a bank under section 584(a). (13) A
financial institution. (14) A middleman known in the investment
community as a nominee or listed in the most recent publication
of the American Society of Corporate Secretaries, Inc., Nominee
List. (15) A trust exempt from tax under section 664 or described
in section 4947.
Payments of dividend and patronage dividends generally not
subject to backup withholding include the following:
. Payments to nonresident aliens subject to withholding under
section 1441.
<PAGE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
. Payments to partnerships not engaged in a trade or business
in the United States and that have at least one nonresident
partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding
include the following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest
is $600 or more and is paid in the course of the payer's trade or
business and you have not provided your correct TIN to the payer.
. Payments of tax-exempt interest (including exempt-interest
dividends under section 852).
. Payments described in section 6049(b)(5) to nonresident
aliens.
. Payment on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
Payments that are not subject to information reporting are also
not subject to backup withholding. For details, see sections
6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and
their regulations.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your correct
TIN to a requester, you will be subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause
and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.
- -- If you make a false statement with no reasonable basis that
results in no backup withholding, you are subject to a $500
penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully
falsifying certifications or affirmations may subject you to
criminal penalties including fines and/or imprisonment.
MISUSE OF TINS. -- If the requester discloses or uses TINs in
violation of Federal law, the requester may be subject to civil
and criminal penalties.
SPECIAL INSTRUCTIONS NAME. -- If you are an individual, you must
generally provide the name shown on your Social Security card.
However, if you have changed your last name, for instance, due to
marriage, without informing the Social Security Administration of
the name change, please enter your first name, the last name
shown on your Social Security card, and your new last name.
If you are a sole proprietor, you must furnish your individual
name and either the SSN or EIN. You may also enter your business
name or "doing business as" name on the business name line. Enter
your name(s) as shown on your Social Security card and/or as it
was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.
1. INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS
OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING
1983. You are required to furnish your correct TIN, but you are
not required to sign the certification.
2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS
OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING
1983. You must sign the certification or backup withholding will
apply. If you are subject to backup withholding and you are
merely providing your correct TIN to the requester, you must
cross out item 2 in the certification before signing the form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification.
You may cross out item 2 of the certification.
4. OTHER PAYMENTS. You are required to furnish your correct
TIN, but you are not required to sign the certification unless
you have been notified of an incorrect TIN. Other payments
include payments made in the course of the requester's trade or
business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a
nonemployee for services (including attorney and accounting
fees), and payments to certain fishing boat crew members.
5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF
SECURED PROPERTY, OR IRA CONTRIBUTIONS. You are required to
furnish your correct TIN, but you are not required to sign the
certification.
6. EXEMPT PAYEES AND PAYMENTS. If you are exempt from backup
withholding, you should complete this form to avoid possible
erroneous backup withholding. Enter your correct TIN in Part 1,
write "EXEMPT" in the block in Part II, and sign and date the
form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form
W-8, Certificate of Foreign Status.
7. TIN "APPLIED FOR." Follow the instructions under How To
Obtain a TIN on page 1, and sign and date this form.
SIGNATURE. -- For a joint account, only the person whose TIN is
shown in Part I should sign.
<PAGE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 3
PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your
correct TIN to persons who must file information returns with the
IRS to report interest, dividends, and certain other income paid
to you, mortgage interest you paid, the acquisition or
abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. You must provide
your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a TIN
to a payer. Certain penalties may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
FOR THIS TYPE OF ACCOUNT: GIVE THE SSN OR
IF APPLICABLE, EIN OF:
1. Individual The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust (grantor is
also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under state
law
5. Sole proprietorship The owner(3)
6. A valid trust, estate or Legal entity(4)
pension trust
7. Corporate The corporation
8. Association, club, The organization
religious, charitable,
educational, or other tax-
exempt organization
9. Partnership The partnership
10. A broker or registered The broker or nominee
nominee
11. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state or
local government, school
district or prison) that
receives agriculture
program payments
(1) List first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business
name. You may use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or
pension trust. (Do not furnish the TIN of the personal
representative or trustee unless the legal entity itself is not
designated in the account title).
NOTE: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
<PAGE>
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Shares. The Offer is made
solely by the Offer to Purchase, dated January 29, 1996, and the
Letter of Transmittal which is applicable to the Shares tendered.
The Offer is being made to all holders of Shares; provided, that
the Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Shares in any jurisdiction in which
making or accepting the Offer would violate that jurisdiction's
laws. In those jurisdictions whose securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Con Edison by
Lehman Brothers or Smith Barney Inc. or one or more registered
brokers or dealers licensed under the laws of such jurisdictions.
NOTICE OF OFFER
BY
Consolidated Edison Company of New York, Inc.
TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
- ---------------------------------------------------------------
- ---------------------------------------------------------------
TITLE OF SERIES OF PREFERRED OUTSTANDING PURCHASE PRICE
SHARES (per share)
$5 Cumulative Preferred Stock 1,915,319 $77.55
(no par value)
Cumulative Preferred Stock
($100 par value)
- 5 3/4% Series A 600,000 $91.30
- 5 1/4% Series B 750,000 $83.60
- 4.65 % Series C 600,000 $80.65
- 4.65 % Series D 750,000 $80.65
- 7.20 % Series I 500,000 $105.04
- 6 1/8% Series J 500,000 $101.75
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<PAGE>
Consolidated Edison Company of New York, Inc., a New York
corporation ("Con Edison"), invites the holders of each series of
Con Edison preferred stock listed above (each a "Series of
Preferred") to tender any and all of their shares of a Series of
Preferred ("Shares") for purchase at the purchase price per share
listed above for the Series of Preferred tendered, net to the
seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 29, 1996 (the
"Offer to Purchase"), and in the Letter of Transmittal for the
Shares tendered (the "Letter of Transmittal"). As to each Series
of Preferred, the Offer to Purchase, together with the applicable
Letter of Transmittal, constitutes the "Offer". Con Edison will
purchase all Shares validly tendered and not withdrawn, upon the
terms and subject to the conditions of the Offer. See "Terms of
the Offer -- Extension; Termination; Amendments, and -- Certain
Conditions of the Offer " in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 27, 1996, UNLESS THE
OFFER IS EXTENDED. Such time and date, or the latest time and
date as to which the Offer is extended with respect to any Series
of Preferred, is referred to herein as the "Expiration Date." Con
Edison will give oral or written notice of any extension to the
Depositary and make a public announcement thereof.
THE OFFER FOR A SERIES OF PREFERRED IS INDEPENDENT OF THE
OFFER FOR ANY OTHER SERIES OF PREFERRED.
Con Edison is making the Offer because it believes that it
would be economically attractive to Con Edison to purchase the
Shares. In addition, the Offer gives shareholders the
opportunity to sell their Shares without the usual transaction
costs associated with a market sale.
Neither Con Edison, its Board of Trustees nor any of its
officers makes any recommendation to any holder of Shares as to
whether to tender all or any Shares. Each shareholder must make
his or her own decision as to whether to tender Shares and, if
so, how many Shares to tender.
<PAGE>
Con Edison will pay a solicitation fee of $1.50 per share
(except that for transactions for beneficial owners equal to or
exceeding 5,000 shares of a particular Series of Preferred, Con
Edison will pay a solicitation fee of $1.25 per share) for any
Shares tendered, accepted for payment and paid pursuant to the
Offer to the broker, dealer, commercial bank or trust company, if
any, designated by the holder tendering such Share, subject to
the conditions set forth in the Offer to Purchase and the Letter
of Transmittal.
Tenders of Shares of a Series of Preferred made pursuant to
the Offer may be withdrawn at any time prior to the applicable
Expiration Date with respect to such Series of Preferred.
Thereafter, such tenders are irrevocable, except that they may be
withdrawn after Monday, March 25, 1996 unless theretofore
accepted for payment as provided in the Offer to Purchase. For a
withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at
one of the addresses or facsimile numbers set forth on the back
cover of the Offer to Purchase and must specify the name of the
person who tendered the Shares to be withdrawn and the number of
Shares of each Series of Preferred to be withdrawn. If the
Shares to be withdrawn have been delivered to the Depositary, a
signed notice of withdrawal with signatures guaranteed by an
Eligible Institution (as defined in the Offer to Purchase)
(except in the case of Shares tendered by an Eligible
Institution) must be submitted prior to the release of such
Shares. In addition, such notice must specify, in the case of
Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering
shareholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the
case of Shares tendered by book-entry transfer, the name and
number of the account at one of the Book-Entry Transfer
Facilities (as defined in the Offer to Purchase) to be credited
with the withdrawn Shares and the name of the registered holder
(if different from the name of such account). Withdrawals may
not be rescinded, and Shares withdrawn will thereafter be deemed
not validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by again following one of the
procedures described under "Terms of the Offer - Procedure for
Tendering Shares" in the Offer to Purchase at any time prior to
the applicable Expiration Date.
Con Edison will be deemed to have accepted for payment (and
thereby purchased) Shares that are validly tendered prior to the
applicable Expiration Date and not withdrawn as, if and when it
gives oral or written notice to the Depositary of its acceptance
for payment of Shares tendered.
The information required to be disclosed by Rule 13e-4(d)(1)
under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by
reference.
<PAGE>
Copies of the Offer to Purchase and the applicable Letter of
Transmittal are being mailed to record holders of Shares and will
be furnished to brokers, banks and similar persons whose names,
or the names of whose nominees, appear on Con Edison's
shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR
SERIES OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER
SHARES OF SUCH SERIES.
Any questions or requests for assistance may be directed to
the Information Agent or the Dealer Managers at their respective
telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, the applicable Letter
of Transmittal or other tender offer materials may be directed to
the Information Agent or the Dealer Managers, and such copies
will be furnished promptly at Con Edison's expense. Holders of
Shares may also contact their broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
The Dealer Managers for the Offer are:
LEHMAN BROTHERS SMITH BARNEY INC.
3 World Financial Center 390 Greenwich Street
New York, New York 10285 New York, New York 10013
(800) 438-3242 (800) 655-4811
Attention: Roy D. Henriksson Attention: Paul Galant
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 549-6650 (Toll-Free)
January 29, 1996
<PAGE>
[LOGO OF CON EDISON] January 29, 1996
Dear Shareholder:
Consolidated Edison Company of New York, Inc. is offering
to purchase any and all shares of certain series of its preferred
stock. The offer gives shareholders the opportunity to sell
their shares without the usual transaction costs associated with
a market sale. The enclosed Offer to Purchase and the Letter of
Transmittal are being provided to help you understand the terms
of Con Edison's offer. I encourage you to read carefully these
materials before making any decision with respect to the offer.
The front cover of the Offer to Purchase lists the various
series of preferred stock that Con Edison is offering to purchase
and the applicable purchase prices.
All of the shares that are properly tendered (and are not
withdrawn) will, subject to the terms and conditions set forth in
the Offer to Purchase and Letter of Transmittal, be purchased at
the applicable purchase price (net to the selling shareholder).
Shares that have been tendered and not purchased will be returned
to the shareholder.
If you do not wish to sell your shares, you do not need to
take any action.
If you want to tender your shares, the instructions on how
to do so are explained in detail in the enclosed materials.
The February 1996 dividend for each series of preferred
stock has been declared and will be paid on February 1, 1996 to
holders of record as of the close of business on January 10,
1996. Holders of shares tendered and purchased pursuant to the
offer will not be entitled to any future dividends in respect
thereto.
Con Edison, its Board of Trustees, and its officers make
no recommendation to shareholders whether to tender any or all
their shares.
Sincerely,
Raymond J. McCann
Raymond J. McCann
Executive Vice President
and Chief Financial Officer
<PAGE>
January 26, 1996
FOR IMMEDIATE RELEASE
CON EDISON ANNOUNCES TENDER OFFER FOR PREFERRED STOCK
Consolidated Edison Company of New York, Inc. (NYSE: ED)
announced today its offer to purchase for cash any and all
outstanding shares of certain series of its preferred stock. The
tender offer will commence on Monday, January 29, 1996 and is
scheduled to expire at 5:00 p.m., New York City time, on Tuesday,
February 27, 1996, unless extended.
The series of preferred stock that Con Edison is offering
to purchase and the applicable purchase prices are as follows:
TITLE OF SERIES OF PREFERRED PURCHASE PRICE
(per share)
$5 Cumulative Preferred Stock (no par value) $77.55
Cumulative Preferred Stock ($100 par value)
- 5 3/4% Series A $91.30
- 5 1/4% Series B $83.60
- 4.65 % Series C $80.65
- 4.65 % Series D $80.65
- 7.20 % Series I $105.04
- 6 1/8% Series J $101.75
The February 1996 dividend for each series of preferred
stock has been declared and is to be paid on February 1, 1996 to
holders of record as of the close of business on January 10,
1996. A tender of Shares pursuant to Con Edison's offer will not
deprive any shareholder of his or her right to receive the
February 1996 dividend, regardless of when such tender is made.
Holders of shares tendered into and purchased pursuant to the
offer will not be entitled to any dividends in respect of any
later dividend periods (or any portion thereof).
Dealer Managers for the tender offer are Lehman Brothers and
Smith Barney Inc., the Information Agent is D.F. King & Co.,
Inc., and the Depositary is The Chase Manhattan Bank, N.A.
#######
<PAGE>
<PAGE>
<PAGE>
January 26, 1996
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Dear Sirs:
We have acted as your special tax counsel in connection
with the Offer to Purchase dated January 29, 1996, pursuant to
which Consolidated Edison Company of New York, Inc. (the
"Company") is offering to purchase any and all outstanding shares
of (i) the Company's $5 Cumulative Preferred Stock (without par
value) and (ii) the following series of the Company's Cumulative
Preferred Stock ($100 par value): 5 3/4% Series A, 5 1/4% Series
B, 4.65% Series C, 4.65% Series D, 7.20% Series I, and 6 1/8%
Series J. In that connection, we have reviewed the Offer to
Purchase and the Company's Restated Certificate of Incorporation
as filed with the Department of State of the State of New York on
December 31, 1984, as amended by Certificates of Amendment filed
with the Department of State on May 16, 1988, June 2, 1989, April
28, 1992, and August 21, 1992. In addition, you have advised us
that all of the outstanding shares of the Company's $5 Cumulative
Preferred Stock (without par value) were issued before 1954 and
that all of the outstanding shares of Cumulative Preferred Stock
($100 par value) of each series listed above were issued for
cash.
On the basis of the foregoing, and our consideration of
such other matters as we have deemed necessary, it is our opinion
that the material Federal income tax consequences to shareholders
of sales of the Company's stock pursuant to the offer will be as
described under the heading "Certain Federal Income Tax
Consequences" in the Offer to Purchase. You have not requested,
and we do not express, an opinion concerning any other tax
consequences of the offer. This opinion is intended solely for
your use and is not to be used, circulated, quoted or otherwise
referred to for any purpose or relied upon by any other person
without our express written permission.
<PAGE>
<PAGE>
We hereby consent to the filing of this opinion as an
exhibit to the Schedule 13E-4 relating to the offer.
Very truly yours,
DEWEY BALLANTINE
2
<PAGE>
